Common use of Closing Deliveries of the Company Clause in Contracts

Closing Deliveries of the Company. At the Closing, the Company will deliver to Purchaser: (a) a transition services agreement in the form of Exhibit C (the “Transition Agreement”), executed by the Company; (b) a license agreement in the form of Exhibit D (the “License Agreement”), executed by the Company; (c) a non-competition agreement in the form of Exhibit E (the “Non-Competition Agreement”), pursuant to which the Company agrees to certain restrictive covenants, executed by the Company; (d) a certificate of the Company signed by an executive officer of the Company certifying that the conditions set forth in Section 2.3(b) and Section 2.3(c) above have been satisfied; (e) a certificate of the Secretary of the Company and each Seller Subsidiary, certifying that attached thereto are true and complete copies of (i) the Governing Documents of the Company and each Seller Subsidiary, as amended through and in effect on the Closing Date, and (ii) resolutions of the board of directors or the equivalent governing body of the Company and each Seller Subsidiary authorizing the execution, delivery and performance of this Agreement and the other Transaction Documents and consummation of the transactions contemplated hereby and thereby, and certifying as to the incumbency of the officer of the Company and Seller Subsidiary executing this Agreement and each Transaction Document on behalf of the Company and each Seller Subsidiary; (f) certificates of good standing for the Company issued by the secretary of state of the state of incorporation or formation of the Company and by secretaries of state, or equivalent Governmental Authority, of each other jurisdiction in the United States where the Company is qualified as a foreign corporation; (g) a xxxx of sale in the form of Exhibit F, executed by the Company (“Xxxx of Sale”); (h) an Assignment and Assumption Agreement in the form of Exhibit G (the “Assignment and Assumption Agreement”), executed by the Company; (i) Local Asset Transfer Agreements in each applicable foreign jurisdiction executed by the Company and/or one or more Seller Subsidiaries; (j) a facility sharing agreement between the Company or any applicable Subsidiary and Purchaser or its applicable Subsidiary for a portion of each facility listed on Schedule 2.4(j)(1) which facility sharing agreement shall contain, among other terms, the terms set forth on Schedule 2.4(j)(2) and shall be in the form of Exhibit H (the “Facility Use Agreements”) and evidence that the Company or any applicable Subsidiary shall have prepaid rent for the term of the applicable Facility Use Agreement; (k) Lease Assignments, executed by the Company; (l) all other separate assignments of any intangible Purchased Assets necessary, proper or advisable to record the transfer of such Purchased Assets with any applicable Governmental Authority, lessor or other Person with whom such assignments must be filed; (m) certificates of title or origin with respect to all vehicles and equipment included in the Purchased Assets for which a certificate of title or origin is required to transfer title to Purchaser; (n) copies of all Required Consents obtained pursuant to Section 2.3(h); (o) releases of Encumbrances other than (i) Permitted Encumbrances on the Purchased Assets and (ii) Permitted Encumbrances on the assets and properties of the UK Subsidiary; (p) a FIRPTA certificate, certifying that the Company and each Seller Subsidiary that is transferring any U.S. real property interest within the meaning of Code § 897(c) is a Person not subject to withholding under the Foreign Investment in Real Property Tax Act of 1980, 26 U.S.C. § 897, et. seq; (q) an Intellectual Property Assignment and Assumption Agreement in the form of Exhibit I (the “IP Assignment and Assumption Agreement”), executed by the Company; and (r) the Required Cash in immediately available funds.

Closing Deliveries of the Company. At the Closing, the Company will deliver to Purchasershall have performed and delivered the following: (a) a transition services agreement all of the officers, directors, employees and Affiliates of the Company shall have repaid (and shall delivered to Parent evidence of repayment) in the form full in accordance with their terms all debts and other obligations, if any, owed by any of Exhibit C (the “Transition Agreement”), executed by them to the Company; (b) a license agreement in the form of Exhibit D (the “License Agreement”), executed by the Company; (c) a non-competition agreement in the form of Exhibit E (the “Non-Competition Agreement”), pursuant to which the Company agrees shall have executed and delivered to certain restrictive covenants, executed by the Company; (d) Parent a certificate of its secretary, setting forth the Company signed by an executive officer of the Company certifying that the conditions set forth in Section 2.3(b) and Section 2.3(c) above have been satisfied; (e) a certificate of the Secretary organizational documents of the Company and each Seller Subsidiary, certifying that attached thereto are true and complete copies of (i) the Governing Documents of the Company and each Seller Subsidiary, as amended through and in effect on the Closing Date, and (ii) resolutions of the its board of directors or the equivalent governing body of the Company and each Seller Subsidiary Stockholders authorizing the execution, delivery and performance of this Agreement and the other Transaction Documents documents contemplated hereby and the consummation of the transactions contemplated hereby and thereby, and certifying as that such organizational documents and resolutions have not been amended or rescinded and are in full force and effect; (c) the Company’s Chief Executive Officer shall have delivered to Parent an officer’s certificate certifying to the incumbency satisfaction of the officer conditions set forth in Sections 7.1 and 7.2 hereof as of the Closing Date; (d) the Company and Seller Subsidiary executing this Agreement and each Transaction Document on behalf shall have delivered to Parent good standing certificates from the jurisdictions of incorporation of the Company and each Seller SubsidiarySubsidiary and from each state in which the Company or any Subsidiary is qualified to do business, and its and their certified charter documents, each dated as of a date reasonably close to the Closing Date; (e) the Company shall have caused the Stockholders’ Representative to execute and deliver the Escrow Agreement; (f) certificates of good standing for the Company issued by shall have caused to be delivered to Parent the secretary opinion of state of Xxxxxx LLP, counsel to the state of incorporation or formation of Company, as to the Company and by secretaries of state, or equivalent Governmental Authority, of each other jurisdiction in the United States where the Company is qualified matters attached hereto as a foreign corporationExhibit F; (g) a xxxx of sale in the form of Exhibit F, executed by the Company (“Xxxx of Sale”);shall have executed and delivered to Parent a properly executed FIRPTA Notification Letter; and (h) an Assignment and Assumption Agreement in the form of Exhibit G (the “Assignment and Assumption Agreement”), executed by the Company; (i) Local Asset Transfer Agreements in each applicable foreign jurisdiction executed by the Company and/or one or more Seller Subsidiaries; (j) a facility sharing agreement between the Company or any applicable Subsidiary and Purchaser or its applicable Subsidiary for a portion of each facility listed on Schedule 2.4(j)(1) which facility sharing agreement shall contain, among other terms, the terms set forth on Schedule 2.4(j)(2) and shall be in the form of Exhibit H (the “Facility Use Agreements”) and evidence that the Company or any applicable Subsidiary shall have prepaid rent for the term of the applicable Facility Use Agreement; (k) Lease Assignments, executed by the Company; (l) all other separate assignments of any intangible Purchased Assets necessary, proper or advisable to record the transfer of such Purchased Assets with any applicable Governmental Authority, lessor or other Person with whom such assignments must be filed; (m) certificates of title or origin secured effective and irrevocable 280G Waivers with respect to each Potential Parachute Recipient, conducted the stockholder vote, and delivered to Parent the results of such stockholder vote, all vehicles and equipment included in the Purchased Assets for which a certificate of title or origin is required to transfer title to Purchaser; (n) copies of all Required Consents obtained pursuant to as contemplated by Section 2.3(h6.12(e); (o) releases of Encumbrances other than (i) Permitted Encumbrances on the Purchased Assets and (ii) Permitted Encumbrances on the assets and properties of the UK Subsidiary; (p) a FIRPTA certificate, certifying that the Company and each Seller Subsidiary that is transferring any U.S. real property interest within the meaning of Code § 897(c) is a Person not subject to withholding under the Foreign Investment in Real Property Tax Act of 1980, 26 U.S.C. § 897, et. seq; (q) an Intellectual Property Assignment and Assumption Agreement in the form of Exhibit I (the “IP Assignment and Assumption Agreement”), executed by the Company; and (r) the Required Cash in immediately available funds.

Closing Deliveries of the Company. At the Closing, the Company will shall deliver to Purchaserthe Investor: (a) a transition services agreement one or more note certificates representing the principal of the Notes being purchased by the Investor, substantially in the form of as attached in Exhibit C (the “Transition Agreement”)A, executed by the Companywith such changes as may be mutually agreed; (b) a license agreement in copy of the form constitutional documents and statutory registers of Exhibit D (the “License Agreement”)Company certified by a duly authorized director of the Board of the Company to be true, executed by the Companycomplete and correct copies thereof; (c) a non-competition agreement copy of a recent certificate of incumbency in respect of the Company issued by its registered office and a recent certificate of good standing in respect of the Company issued by the Registrar of Companies in the form of Exhibit E (the “Non-Competition Agreement”), pursuant to which the Company agrees to certain restrictive covenants, executed by the CompanyCayman Islands; (d) a certificate copy of all resolutions and documentation evidencing the Board’s authorization of this Agreement, the other Transaction Documents to which the Company signed by an executive officer of is a party and the Company certifying that the conditions set forth in Section 2.3(b) transactions contemplated hereby and Section 2.3(c) above have been satisfied; (e) a certificate of the Secretary of the Company and each Seller Subsidiary, certifying that attached thereto are true and complete copies of (i) the Governing Documents of the Company and each Seller Subsidiary, as amended through and in effect on the Closing Datethereby, and (ii) resolutions of the board of directors or the equivalent governing body of the Company and each Seller Subsidiary authorizing the execution, delivery and performance of this Agreement and the other Transaction Documents to which the Company is a party, certified by a duly authorized director of the Board to be true, complete and consummation correct copies thereof; (e) a copy of all resolutions and documentation evidencing the authorization of the board of directors of PGXXIIA of the Transaction Documents to which it is a party and the transactions contemplated hereby and thereby, and certifying as to the incumbency execution, delivery and performance of the officer Transaction Documents to which it is a party, certified by a duly authorized director of the Company such party to be true, complete and Seller Subsidiary executing this Agreement and each Transaction Document on behalf of the Company and each Seller Subsidiarycorrect copies thereof; (f) certificates of good standing for an incumbency certificate, in a form reasonably acceptable to the Company issued by Investor, with respect to the secretary of state officers executing documents or instruments on behalf of the state of incorporation or formation Company, certified by a duly authorized director of the Company to be true, complete and by secretaries of state, or equivalent Governmental Authority, of each other jurisdiction in the United States where the Company is qualified as a foreign corporationcorrect copies thereof; (g) a xxxx of sale in the form of Exhibit Fcertificate, executed by a duly authorized director of the Company (“Xxxx Board of Sale”)the Company, dated as of the Closing Date, certifying as to the conditions set forth in Section 6; (h) an Assignment and Assumption Agreement in a receipt for payment of the form of Exhibit G (the “Assignment and Assumption Agreement”), executed by the CompanyPurchase Price; (i) Local Asset Transfer Agreements in each applicable foreign jurisdiction executed by an opinion of Xxxxxx & Xxxxxx (Cayman) LLP, counsel for the Company and/or one or more Seller Subsidiariesas to Cayman Islands Law, dated as of the Closing Date, substantially in the form attached hereto as Exhibit C; (j) a facility sharing agreement between the Company or any applicable Subsidiary and Purchaser or its applicable Subsidiary for a portion of each facility listed on Schedule 2.4(j)(1) which facility sharing agreement shall contain, among other terms, the terms set forth on Schedule 2.4(j)(2) and shall be in the form of Exhibit H (the “Facility Use Agreements”) and evidence that the Company or any applicable Subsidiary shall have prepaid rent for the term copy of the applicable Facility Use Agreement;signed consent letter from Silver Crest consenting to the transactions contemplated by the Transaction Documents; and (k) Lease Assignments, executed by the Company; (l) all other separate assignments of any intangible Purchased Assets necessary, proper or advisable to record the transfer of such Purchased Assets with any applicable Governmental Authority, lessor or other Person with whom such assignments must be filed; (m) certificates of title or origin with respect to all vehicles and equipment included in the Purchased Assets for which a certificate of title or origin is required to transfer title to Purchaser; (n) copies of all Required Consents obtained pursuant to Section 2.3(h); (o) releases of Encumbrances other than (i) Permitted Encumbrances on the Purchased Assets and (ii) Permitted Encumbrances on the assets and properties copy of the UK Subsidiary; (p) a FIRPTA certificateconsent and waiver letter signed by and on behalf of Xxx Xxxxxxx Restaurants International GmbH, certifying that the Company PGXXIIB, L&L Tomorrow Holdings Limited, Lord Winterfell Limited, Tencent Mobility Limited, SCC Growth VI Holdco D, Ltd., and each Seller Subsidiary that is transferring any U.S. real property interest within the meaning of Code § 897(c) is a Person not subject to withholding under the Foreign Investment in Real Property Tax Act of 1980, 26 U.S.C. § 897, et. seq; (q) an Intellectual Property Assignment Eastern Bell International XXVI Limited and Assumption Agreement in the form of Exhibit I (the “IP Assignment and Assumption Agreement”), executed by the Company; and (r) the Required Cash in immediately available fundsPGXXIIA.

Closing Deliveries of the Company. At the ClosingIn addition to any other documents specifically required to be delivered pursuant to this Agreement, the Company will shall deliver the following to Purchaserthe Buyer at the Closing: (a) a transition services agreement in the form of Exhibit C (the “Transition Agreement”), executed by the Company; (b) a license agreement in the form of Exhibit D (the “License Agreement”), executed by the Company; (c) a non-competition agreement in the form of Exhibit E (the “Non-Competition Agreement”), pursuant to which the Company agrees to certain restrictive covenants, executed by the Company; (d) a certificate of the Company signed by an executive officer of the Company certifying that the conditions set forth in Section 2.3(b) and Section 2.3(c) above have been satisfied; (e) a certificate of the Secretary or Assistant Secretary of the Company and each Seller SubsidiaryCompany, certifying that attached thereto are true and complete copies dated as of the Closing Date, certifying: (i) the Governing Documents of the Company and each Seller Subsidiary, as amended through and in effect on the Closing Date, and (ii) resolutions of duly adopted by the board of directors or the equivalent governing body of the Company authorizing and each Seller Subsidiary authorizing approving the execution, delivery and performance of this Agreement and the other Transaction Documents and consummation of the transactions contemplated hereby by this Agreement; (ii) that such resolutions have not been rescinded or modified and thereby, remain in full force and certifying effect as to the incumbency of the officer of the Company and Seller Subsidiary executing this Agreement and each Transaction Document on behalf of the Company and each Seller Subsidiary; Closing Date; (fiii) certificates a reasonably current certificate of good standing for the Company issued by the secretary Department of state Licensing and Regulatory Affairs of the state State of incorporation or formation Michigan; (iv) a copy of the Articles of Incorporation of the Company certified by the Department of Licensing and Regulatory Affairs of the State of Michigan, and a copy of the Company’s Bylaws; and (v) that all liabilities and obligations of the Company and its Subsidiaries to HKW for management or similar fees, and to the members of its board of directors for director’s fees, as appropriate, have been paid and satisfied in full through the Closing and that no further amounts shall be owed in respect thereof after the Closing; (b) a counterpart to the Escrow Agreement, duly executed by secretaries the Sellers’ Representative; (c) all Payoff Letters and all Transaction Expense Invoices; (d) evidence of statethe termination of the agreements set forth on Schedule Section 3.03(d), in form and substance reasonably satisfactory to the Buyer; (e) evidence, in form and substance acceptable to the Buyer, that all Liens, excluding Permitted Liens, affecting the Company’s or any of its Subsidiaries’ assets have been released, or equivalent Governmental Authoritywill be released upon payment of the items of Indebtedness as contemplated by Section 2.03(a)(iii) above; (f) those consents in connection with the consummation of the transactions contemplated by this Agreement set forth on Exhibit C, of each other jurisdiction in form and substance acceptable to the United States where the Company is qualified as a foreign corporationBuyer; (g) a xxxx resignations of sale in the form directors and officers of Exhibit F, executed by the Company (“Xxxx and each of Sale”)its Subsidiaries; (h) an Assignment employment offer letters and Assumption Agreement Non-Competition Agreements, in the form of attached hereto as Exhibit G (the “Assignment and Assumption Agreement”)D, executed by Xxxxxx Xxxxxx, Xxxxxxx X. Xxxxxxx, Xxxx Xxxxxx and Xxxxx Xxxxxxx; (i) a consulting agreement, in the form attached hereto as Exhibit E, executed by Xxxxx X. Xxxxxx; (j) the books and records of the Company and each of its Subsidiaries; (k) the Year-End Financial Statements; (l) evidence, in form and substance acceptable to the Buyer, of the transfer of rights and assignment of that certain patent No. US9885317 registered in the name of Xxxxxx Xxxxxx, Xxxxx Xxxxxx and Xxxx Xxxxxx in and to the name of the Company; (i) Local Asset Transfer Agreements in each applicable foreign jurisdiction executed by the Company and/or one or more Seller Subsidiaries; (j) a facility sharing agreement between the Company or any applicable Subsidiary and Purchaser or its applicable Subsidiary for a portion of each facility listed on Schedule 2.4(j)(1) which facility sharing agreement shall contain, among other terms, the terms set forth on Schedule 2.4(j)(2) and shall be in the form of Exhibit H (the “Facility Use Agreements”) and evidence that the Company or any applicable Subsidiary shall have prepaid rent for the term of the applicable Facility Use Agreement; (k) Lease Assignments, executed by the Company; (l) all other separate assignments of any intangible Purchased Assets necessary, proper or advisable to record the transfer of such Purchased Assets with any applicable Governmental Authority, lessor or other Person with whom such assignments must be filed; (m) certificates such other documents, instruments of title or origin with respect sale, transfer, conveyance, and assignment as the Buyer and its counsel may reasonably request in order to all vehicles and equipment included in carry out the Purchased Assets for which a certificate of title or origin is required to transfer title to Purchaser; (n) copies of all Required Consents obtained pursuant to Section 2.3(h); (o) releases of Encumbrances other than (i) Permitted Encumbrances on the Purchased Assets and (ii) Permitted Encumbrances on the assets and properties of the UK Subsidiary; (p) a FIRPTA certificate, certifying that the Company and each Seller Subsidiary that is transferring any U.S. real property interest within the meaning of Code § 897(c) is a Person not subject to withholding under the Foreign Investment in Real Property Tax Act of 1980, 26 U.S.C. § 897, et. seq; (q) an Intellectual Property Assignment and Assumption Agreement in the form of Exhibit I (the “IP Assignment and Assumption transactions contemplated by this Agreement”), executed by the Company; and (r) the Required Cash in immediately available funds.

Closing Deliveries of the Company. At or prior to the ClosingClosing or as otherwise indicated below, the Company will deliver shall deliver, or caused to Purchaserbe delivered, to Parent the following: (a) a transition services agreement certificate executed on behalf of the Company by its Chief Executive Officer or its Chief Financial Officer certifying to the effect that, as of the Effective Time, each of the conditions set forth in the form of Exhibit C (the “Transition Agreement”), executed by the CompanySections 9.1 and 9.2 has been satisfied; (b) a license agreement in the form Certificate of Exhibit D (the “License Agreement”)Merger, duly executed by the Company; (c) a non-competition agreement in the form of Exhibit E (the “Non-Competition Escrow Agreement”), pursuant to which the Company agrees to certain restrictive covenants, duly executed and delivered by the CompanyStockholder Representative, such agreement to be in full force and effect as of the Closing Date; (d) a certificate of the Company signed by an executive officer Secretary of the Company dated the Closing Date, in form and substance reasonably satisfactory to Parent, certifying that as to (i) the conditions set forth in Section 2.3(battached Company Organizational Documents and (ii) the attached actions taken by the Company Board and Section 2.3(c) above have been satisfiedthe Company Stockholders to authorize this Agreement, the Merger and the other transactions contemplated hereby; (e) a certificate evidence, reasonably satisfactory to Parent, that the Company has complied in all respects with the requirements under Section 228 of the Secretary DGCL and an affidavit of the Company and each Seller Subsidiarymailing, in such form as reasonably satisfactory to Parent, certifying that attached thereto are true and complete copies of (i) the Governing Documents of the Company and has delivered to each Seller SubsidiaryCompany Securityholder the Information Statement; (f) resignations, dated as amended through and in effect on of the Closing Date, of each director and, to the extent requested by Parent, each officer of the Company, effective at the Effective Time, specifying that such resignations do not effect such Person’s rights as an Employee, under any equity grants, Contract or applicable Legal Requirements; (g) copies of each waiver described in Section 7.8(b) and evidence, reasonably satisfactory to Parent, that the Company Stockholders (i) have approved by the requisite vote any Potential 280G Benefits in a manner that is effective under Section 280G(b)(5) of the Code and Regulation Section 1.280G.1 thereunder or (ii) have voted upon such Potential 280G Benefits and the requisite stockholder vote was not obtained with respect to the Potential 280G Benefits and that the “disqualified individuals” (as such term is defined in the Treasury Regulations promulgated under Section 280G of the Code) shall forfeit any and all Potential 280G Benefits; (h) evidence, reasonably satisfactory to Parent, as to the termination of the Company Plans referred to in Section 7.8 of the Disclosure Schedule; (i) evidence, reasonably satisfactory to Parent, as to the termination of the Contracts with Related Parties as required by Section 7.9; (i) a certificate dated as of the Closing Date from the Company satisfying the requirements set forth in Treasury Regulation Sections 1.1445‑2(c)(3) and 1.897‑2(h), in form and substance reasonably satisfactory to Parent, certifying that the Company is not nor has been a “United States real property holding corporation” (as defined in Section 897(c)(2) of the Code) at any time during the five (5) years preceding the date of the certificate and (ii) resolutions a form of the board of directors or the equivalent governing body of notice from the Company and each Seller Subsidiary authorizing the execution, delivery and performance of this Agreement and the other Transaction Documents and consummation of the transactions contemplated hereby and thereby, and certifying as to the incumbency IRS in accordance with the requirements of Treasury Regulations Section 1.897 2(h)(2) in form and substance reasonably satisfactory to Parent, along with written authorization for Parent, as agent for the officer of Company, to deliver such notice form to the Company and Seller Subsidiary executing this Agreement and each Transaction Document IRS on behalf of the Company and each Seller Subsidiaryupon the Closing; (fk) certificates of good standing for the Company issued by the secretary of state of the state of incorporation or formation of the Company and by secretaries of state, or equivalent Governmental Authority, of each other jurisdiction in the United States where the Company is qualified as a foreign corporation; (g) a xxxx of sale in the form of Exhibit F, executed by the Company (“Xxxx of Sale”); (h) an Assignment and Assumption Agreement in the form of Exhibit G (the “Assignment and Assumption Agreement”), executed by the CompanyPayments Schedule; (i) Local Asset Transfer Agreements Schedule 11.1(l)(i), which shall list the name of each Company Securityholder whose sale of shares other than Option Stock to Parent constitutes a disqualifying disposition of shares acquired by exercise of an “incentive stock option” (as defined in each applicable foreign jurisdiction executed by section 422 of the Code), the number of such shares, the per share exercise price for such shares, the per share fair market value of such shares at the date of vest and the amount of ordinary income to be reported in the Company and/or one or more Seller Subsidiaries;Securityholders’ Form W-2 with respect thereto, (ii) Schedule 11.1(l)(ii), which shall list the name of each Company Securityholder whose sale of Vested Option Stock to Parent constitutes a disqualifying disposition of shares acquired by exercise of an “incentive stock option” (as defined in section 422 of the Code), the number of such shares, the per share exercise price for such shares, the per share fair market value of such shares on the date(s) of vesting and the amount of ordinary income to be reported in the Company Securityholders’ Form W-2 with respect thereto, and (iii) Schedule 11.1(l)(iii), which shall list the name of each Company Securityholder whose sale of Nonvested Option Stock to Parent constitutes a disqualifying disposition of shares acquired by exercise of an “incentive stock option” (as defined in section 422 of the Code), the number of such shares, the exercise price per share, and the date(s) on which such shares will vest; and (jm) a facility sharing agreement between the Company or any applicable Subsidiary Final Securityholder Schedule, dated and Purchaser or its applicable Subsidiary for a portion of each facility listed on Schedule 2.4(j)(1delivered to Parent two (2) Business Days prior to the Closing Date, which facility sharing agreement shall contain, among other terms, the terms set forth on Schedule 2.4(j)(2) and shall be in the form of Exhibit H (the “Facility Use Agreements”) and evidence that the Company or any applicable Subsidiary shall have prepaid rent for the term of the applicable Facility Use Agreement; (k) Lease Assignments, delivered with a certificate executed by the Company; ’s Chief Executive Officer or its Chief Financial Officer certifying as to the calculations therein. With respect to the Closing Cash Balance, the Company shall deliver supporting bank account details as demonstrated by print-outs of account balances accessed on and delivered to Parent two (l2) all other separate assignments Business Days prior to the Closing Date, which shall be updated by supporting bank account details as demonstrated by print-outs of account balances accessed on and delivered to Parent as of the Closing Date, giving effect to any changes required as a result of the passage of time, and an illustration and explanation of any intangible Purchased Assets necessarydeductions to the amounts reflected therein. With respect to the calculation of the Closing Company Transaction Expenses, proper or advisable the Company shall deliver to record the transfer Parent copies of any invoices and other accounting of such Purchased Assets with any applicable Governmental Authority, lessor or other Person with whom such assignments must be filed; (m) certificates of title or origin with respect to all vehicles and equipment included in the Purchased Assets for which a certificate of title or origin is required to transfer title to Purchaser; (n) copies of all Required Consents obtained pursuant to Section 2.3(h); (o) releases of Encumbrances other than (i) Permitted Encumbrances on the Purchased Assets and (ii) Permitted Encumbrances on the assets and properties of the UK Subsidiary; (p) a FIRPTA certificate, certifying that the Company and each Seller Subsidiary that is transferring any U.S. real property interest within the meaning of Code § 897(c) is a Person not subject to withholding under the Foreign Investment in Real Property Tax Act of 1980, 26 U.S.C. § 897, et. seq; (q) an Intellectual Property Assignment and Assumption Agreement in the form of Exhibit I (the “IP Assignment and Assumption Agreement”), executed by the Company; and (r) the Required Cash in immediately available fundsexpenses.

Closing Deliveries of the Company. At the Closing, the Company will deliver or the Sellers, as applicable, shall deliver, or cause to Purchaserbe delivered, to Buyer the following: (a) a transition services agreement in the form of Exhibit C (the “Transition Escrow Agreement”), duly executed and delivered by the CompanySeller Representative and the Escrow Agent; (b) a license agreement in the form of Exhibit D (the “License Paying Agent Agreement”), duly executed and delivered by the CompanySeller Representative; (c) a non-competition agreement each other Ancillary Agreement (other than the Phantom Unit Cancellation Agreements), duly executed and delivered by each Seller and the Seller Representative (in each case, if party thereto), in the form of Exhibit E (the “Non-Competition Agreement”), pursuant to which the Company agrees to certain restrictive covenants, executed agreed by the Companyparties and attached as an Exhibit hereto (if applicable); (d) a certificate of the Company signed by an executive secretary or other officer of the Company certifying that (the conditions set forth in Section 2.3(b) and Section 2.3(c) above have been satisfied; (e) a certificate “Company Secretary Certificate”), dated as of the Secretary of the Company Closing Date, in form and each Seller Subsidiarysubstance reasonably satisfactory to Buyer, certifying that attached thereto are true and complete copies of as to (i) the Governing Documents of no amendments to the Company and each Seller Subsidiary, as amended through and in effect on the Closing DateOrganizational Documents, and (ii) resolutions the actions taken by the Board of the board of directors or the equivalent governing body Managers of the Company and each Seller Subsidiary authorizing the execution, delivery and performance of to authorize this Agreement and each Ancillary Agreement to which the other Transaction Documents Company may be party or subject and consummation of the transactions contemplated hereby and thereby, and certifying as copies of which actions shall be attached to such certificate; (e) resignations, dated the incumbency Closing Date, of each member of the officer Board of the Company and Seller Subsidiary executing this Agreement and each Transaction Document on behalf Managers of the Company and each Seller Subsidiaryofficer of the Company, in each case, to the extent requested by Xxxxx, which resignations are effective at or prior to the Closing; (f) certificates of good standing for the Company issued by the secretary of state of the state of incorporation or formation of the Company and by secretaries of state, or equivalent Governmental Authority, of each other jurisdiction in the United States where the Company is qualified as a foreign corporationInitial Closing Statement; (g) a xxxx of sale in the form of Exhibit F, duly completed and executed IRS Form W-9 delivered by the Company (“Xxxx of Sale”)each Seller and each Warrant Holder; (h) an Assignment unit powers executed and Assumption Agreement delivered by each Seller, in the form of Exhibit G (the “Assignment and Assumption Agreement”), executed by the Companysubstance reasonably satisfactory to Buyer; (i) Local Asset Transfer Agreements A payoff letter, in form and substance reasonably satisfactory to Buyer, with respect to all Indebtedness of the Company for borrowed money to be paid off pursuant to Section 2.3(b)(i), in each case, specifying the aggregate amount of the applicable foreign jurisdiction executed by Indebtedness of the Company and/or one or more Seller Subsidiariesoutstanding as of the Closing and providing for the release of all Liens and other security securing such Indebtedness of the Company upon receipt of the payoff amount set forth therein; (j) a facility sharing agreement between evidence, in form and substance reasonably satisfactory to Buyer, that all of the agreements and arrangements specified on Section 8.1(j) of the Disclosure Schedule have been terminated and are of no further force or effect without any further Liabilities of the Company thereunder or any applicable Subsidiary and Purchaser or its applicable Subsidiary for a portion of each facility listed on Schedule 2.4(j)(1) which facility sharing agreement shall contain, among other terms, the terms set forth on Schedule 2.4(j)(2) and shall be in the form of Exhibit H (the “Facility Use Agreements”) and evidence that the Company or any applicable Subsidiary shall have prepaid rent for the term of the applicable Facility Use Agreementconnection therewith; (k) Lease Assignmentsan Intellectual Property assignment agreement substantially in the form attached hereto as Exhibit I (the “PIIA”), duly executed by the CompanyXxxxxxxx Xxxxxxxxx; (l) all other separate assignments duly executed Warrant Cancellation Agreements signed by each holder of any intangible Purchased Assets necessary, proper or advisable to record the transfer of such Purchased Assets with any applicable Governmental Authority, lessor or other Person with whom such assignments must be filed;Outstanding Company Warrants; and (m) certificates the forms of title or origin with respect to all vehicles and equipment included in the Purchased Assets for which a certificate of title or origin is required to transfer title to Purchaser; (n) copies of all Required Consents obtained pursuant to Section 2.3(h); (o) releases of Encumbrances other than (i) Permitted Encumbrances on the Purchased Assets and (ii) Permitted Encumbrances on the assets and properties consent of the UK Subsidiary; Company’s accountants for use of their reports in any filings with the SEC following the Closing (p) a FIRPTA certificate, certifying that which accountants have agreed to timely deliver upon the Company and each Seller Subsidiary that is transferring any U.S. real property interest within the meaning request of Code § 897(c) is a Person not subject to withholding under the Foreign Investment in Real Property Tax Act of 1980, 26 U.S.C. § 897, et. seq; (q) an Intellectual Property Assignment and Assumption Agreement in the form of Exhibit I (the “IP Assignment and Assumption Agreement”), executed by the Company; and (r) the Required Cash in immediately available funds).

Closing Deliveries of the Company. At or prior to the Closing, the Company will deliver shall deliver, or caused to Purchaserbe delivered, to Parent the following: (a) a transition services agreement certificate executed on behalf of the Company by its Chief Executive Officer or its Chief Financial Officer to the effect that, as of the Effective Time, each of the conditions set forth in the form of Exhibit C (the “Transition Agreement”), executed by the CompanySection 8.1 has been satisfied; (b) a license agreement in the form Certificate of Exhibit D (the “License Agreement”)Merger, duly executed by the Company; (c) a non-competition agreement in the form of Exhibit E (the “Non-Competition Escrow Agreement”), pursuant to which the Company agrees to certain restrictive covenants, duly executed and delivered by the CompanyRepresentative, such agreement to be in full force and effect as of the Effective Time; (d) a certificate of the Company signed by an executive officer Secretary of the Company certifying dated the Closing Date, in form and substance reasonably satisfactory to Parent as to (i) the Company Organizational Documents and the Company being in good standing (including attaching the Company Organizational Documents and certificates of good standing dated not more than five (5) Business Days prior to the Closing issued by the Secretary of State of the State of Delaware and by each state in which the Company is qualified to do business as a foreign corporation), (ii) the attached actions taken by the Company’s board of directors and stockholders to authorize this Agreement, the Merger and the other transactions contemplated hereby, including evidence of compliance with the Company Organizational Documents, (iii) the incumbency and signatures of the officers of the Company executing this Agreement and the other agreements, instruments and other documents executed by or on behalf of the Company pursuant to this Agreement or otherwise in connection with the transactions contemplated hereby and (iv) the Company having taken all necessary and appropriate steps such that the conditions all Company Securities, including Options and Warrants, will be treated as set forth in Section 2.3(b) and Section 2.3(c) above have been satisfied2; (e) a certificate signed Warrant Holder Consent Agreement from all holders of the Secretary of the Company Warrants and each Seller Subsidiary, certifying that attached thereto are true and complete copies of (i) the Governing Documents of the Company and each Seller Subsidiary, as amended through and in effect on the Closing Date, and (ii) resolutions of the board of directors or the equivalent governing body of the Company and each Seller Subsidiary authorizing the execution, delivery and performance of this Agreement and the other Transaction Documents and consummation of the transactions contemplated hereby and thereby, and certifying as to the incumbency of the officer of the Company and Seller Subsidiary executing this Agreement and each Transaction Document on behalf of the Company and each Seller Subsidiarya signed Option Holder Consent from all Vested Option Holders; (f) certificates of good standing for evidence, reasonably satisfactory to Parent, that the Company issued by has complied in all respects with the secretary of state requirements under Sections 228 and 262 of the state of incorporation or formation DGCL and Chapter 13 of the Company and by secretaries of state, or equivalent Governmental Authority, of each other jurisdiction in the United States where the Company is qualified as a foreign corporationCGCL; (g) a xxxx evidence satisfactory to Parent of sale resignations, effective as of the Closing Date, of each director and, to the extent requested by Parent, each officer of the Company, effective at the Effective Time in the form of Exhibit F, executed mutually agreed upon by Parent and the Company (“Xxxx of Sale”)Company; (h) an Assignment the Offer Package Agreements entered into by 100% of the employees identified by Parent as “key employees” to whom Parent extended offers of employment with the Surviving Corporation or Parent as set forth in Schedule 8.4 shall be in full force and Assumption Agreement effect as of the Effective Time and all persons who have signed such Offer Package Agreements shall be willing and able to perform in accordance with such Offer Package Agreements. (i) the legal opinion of Xxxx & Xxxxxxx LLP in the form attached as Exhibit D; (j) the Company’s minute books, stock record books, Financial Statements and, to the extent requested by Parent, all other documents, books, records, agreements and financial data in the possession of Exhibit G (the “Assignment and Assumption Agreement”), executed by the Company; (k) evidence, reasonably satisfactory to Parent, that the Company Stockholders (i) Local Asset Transfer Agreements in each applicable foreign jurisdiction executed have approved by the Company and/or one requisite vote any Potential 280G Benefits or more Seller Subsidiaries(ii) have voted upon such Potential 280G Benefits and the requisite vote was not obtained with respect to the Potential 280G Benefits and that any “disqualified individual” (as such term is defined in the Treasury Regulations promulgated under Section 280G of the Code) has agreed to waive and shall forfeit any Potential 280G Benefits; (jl) a facility sharing agreement between evidence, reasonably satisfactory to Parent, as to the Company or any applicable Subsidiary and Purchaser or its applicable Subsidiary for a portion of each facility listed on Schedule 2.4(j)(1) which facility sharing agreement shall contain, among other terms, the terms set forth on Schedule 2.4(j)(2) and shall be in the form of Exhibit H (the “Facility Use Agreements”) and evidence that the Company or any applicable Subsidiary shall have prepaid rent for the term termination of the applicable Facility Use AgreementRelated Party Agreements (and the releases with respect thereto contemplated by Section 6.10); (km) Lease Assignmentsevidence, executed by reasonably satisfactory to Parent, as to the termination of the Company Employee Plans referred to in Schedule 6.7, without any obligations or liabilities thereunder on the part of the Company; (ln) all other separate assignments of any intangible Purchased Assets necessary, proper or advisable to record the transfer of such Purchased Assets with any applicable Governmental Authority, lessor or other Person with whom such assignments must be filed; (m) certificates of title or origin with respect to all vehicles and equipment included in the Purchased Assets for which a certificate dated the Closing Date from the Company satisfying the requirements set forth in Treasury Regulation Sections 1.1445-2(c)(3) and 1.897-2(h), in form and substance reasonably satisfactory to Parent, certifying that the Company is not nor has been a “U.S. real property holding corporation” (as defined in Section 897(c)(2) of title the Code) at any time during the five years preceding the date of the certificate (or origin is required to transfer title to Purchaser; (nsuch shorter period as may be specified by Section 897(c)(1)(A)(ii) copies of all Required Consents obtained pursuant to Section 2.3(hthe Code); (o) releases of Encumbrances other than the certificate required to update the (i) Permitted Encumbrances on the Purchased Assets and Estimated Transaction Expenses, (ii) Permitted Encumbrances on the assets Change in Control Payments and properties of the UK Subsidiary(iii) Company Debt as required pursuant to Section 6.10; (p) a FIRPTA certificateevidence, certifying that reasonably satisfactory to Parent, as to the Company and each Seller Subsidiary that is transferring any U.S. real property interest within consent of the meaning of Code § 897(c) is a Person not subject to withholding under the Foreign Investment in Real Property Tax Act of 1980, 26 U.S.C. § 897, et. seqthird party consents identified on Schedule 8.2; (q) an Intellectual Property Assignment update of the Securityholder Schedule, giving effect to any changes required as a result of the passage of time between the date of this Agreement and Assumption Agreement in the form of Exhibit I (Effective Time, dated and delivered to Parent four Business Days prior to the “IP Assignment and Assumption Agreement”), executed by the Company; andanticipated Closing Date; (r) the Required Cash Non-Competition Agreement in immediately available fundsthe form attached as Exhibit E signed and delivered by every “key employee” identified on Schedule 8.4 who is a Company Stockholder, which shall be in full force and effect as of the Effective Time; and (s) evidence satisfactory to Parent that the Company has assigned its repurchase rights under each Restricted Stock Purchase Agreement to Parent, effective at the Effective Time in the form mutually agreed upon by Parent and the Company.

Closing Deliveries of the Company. At or prior to the Closing, the Company will shall deliver to Purchaserthe Parent, Merger Sub and Merger Sub 2: (a) a transition services agreement in the form of Exhibit C (the “Transition Agreement”)Company Stockholder Written Consent, which shall have been executed by holders of at least a majority of the CompanyCompany Capital Stock (on an as-converted basis) and shall be in full force and effect; (b) a license agreement certificate executed by an officer of the Company certifying that the information set forth in the form of Exhibit D (the “License Agreement”), executed Allocation Certificate delivered by the CompanyCompany in accordance with Section 4.15 is true and accurate in all respects as of the Closing Date; (c) a non-competition agreement written resignation, in a form reasonably satisfactory to Parent, dated as of the form Closing Date and effective as of Exhibit E (the “Non-Competition Agreement”), pursuant to which the Company agrees to certain restrictive covenantsClosing, executed by each of the officers and directors of the Company; (d) a certificate of the Company signed by an executive officer of the Company certifying that the conditions set forth in Section 2.3(b) and Section 2.3(c) above have been satisfiedAllocation Certificate; (e) (i) an original signed statement from the Company that the Company is not, and has not been at any time during the applicable period specified in Section 897(c)(1)(A)(ii) of the Code, a “United States real property holding corporation,” as defined in Section 897(c)(2) of the Code, conforming to the requirements of Treasury Regulations Section 1.1445-2(c)(3) and 1.897-2(h), and (ii) an original signed notice to be delivered to the IRS in accordance with the provisions of Treasury Regulations Section 1.897-2(h)(2), together with written authorization for Parent to deliver such notice to the IRS on behalf of the Company following the Closing, each dated as of the Closing Date, duly executed by an authorized officer of the Company, and in form and substance reasonably acceptable to Parent; (f) all consents or waivers required in connection with the Contemplated Transaction from the Parties listed in Schedule 5.2(f); provided, however, that in no event will Parent or any of its subsidiaries be required, and in no event shall the Company prior to the Effective Time, without the prior written consent of Parent (not to be unreasonably withheld, conditioned or delayed), pay any fee, penalty or other consideration or make any accommodation to any third party to obtain any consent, approval or waiver; (g) the Company Lock-Up Agreements duly executed by holders of at least 90% of the Company Capital Stock and each executive officer and director of the Company who is elected or appointed, as applicable, as an executive officer and director of Parent as of immediately following the Closing, each of which shall be in full force and effect; (h) releases, each substantially in the form attached hereto Exhibit E, from the parties listed on Schedule 5.2(h); (i) evidence that all necessary actions have been taken to terminate the Company Equity Plan and all grants thereunder effective as of the Effective Time; and (j) a certificate of the Secretary of the Company Company, dated as of the Closing Date, attaching and each Seller Subsidiary, certifying that attached thereto are true and complete copies of (i) the Governing Organizational Documents of the Company, (ii) the authorizing resolutions of the Company and each Seller Subsidiary, as amended through (iii) the incumbency and in effect on the Closing Date, and (ii) resolutions signatures of the board of directors or the equivalent governing body of the Company and each Seller Subsidiary authorizing the execution, delivery and performance of Persons signing this Agreement and the other Transaction Documents and consummation of the transactions contemplated hereby and thereby, and certifying as ancillary agreements to the incumbency of the officer of the Company and Seller Subsidiary executing this Agreement and each Transaction Document on behalf of the Company and each Seller Subsidiary; (f) certificates of good standing for the Company issued by the secretary of state of the state of incorporation or formation of the Company and by secretaries of state, or equivalent Governmental Authority, of each other jurisdiction in the United States where which the Company is qualified as a foreign corporation; (g) a xxxx of sale in the form of Exhibit F, executed by the Company (“Xxxx of Sale”); (h) an Assignment and Assumption Agreement in the form of Exhibit G (the “Assignment and Assumption Agreement”), executed by the Company; (i) Local Asset Transfer Agreements in each applicable foreign jurisdiction executed by the Company and/or one or more Seller Subsidiaries; (j) a facility sharing agreement between the Company or any applicable Subsidiary and Purchaser or its applicable Subsidiary for a portion of each facility listed on Schedule 2.4(j)(1) which facility sharing agreement shall contain, among other terms, the terms set forth on Schedule 2.4(j)(2) and shall be in the form of Exhibit H (the “Facility Use Agreements”) and evidence that the Company or any applicable Subsidiary shall have prepaid rent for the term of the applicable Facility Use Agreementparty; (k) Lease Assignments, executed all other instruments and documents required by this Agreement to be delivered by the Company; (l) all Company to Parent, Merger Sub or Merger Sub 2, and such other separate assignments of any intangible Purchased Assets necessaryinstruments and documents which Parent, proper Merger Sub, Merger Sub 2 or advisable their counsel may reasonably request to record effectuate the transfer of transactions contemplated hereby. All such Purchased Assets with any applicable Governmental Authorityagreements, lessor or documents and other Person with whom such assignments must items shall be filed; (m) certificates of title or origin with respect in form and substance satisfactory to all vehicles Parent, Merger Sub and equipment included in the Purchased Assets for which a certificate of title or origin is required to transfer title to Purchaser; (n) copies of all Required Consents obtained pursuant to Section 2.3(h); (o) releases of Encumbrances other than (i) Permitted Encumbrances on the Purchased Assets and (ii) Permitted Encumbrances on the assets and properties of the UK Subsidiary; (p) a FIRPTA certificate, certifying that the Company and each Seller Subsidiary that is transferring any U.S. real property interest within the meaning of Code § 897(c) is a Person not subject to withholding under the Foreign Investment in Real Property Tax Act of 1980, 26 U.S.C. § 897, et. seq; (q) an Intellectual Property Assignment and Assumption Agreement in the form of Exhibit I (the “IP Assignment and Assumption Agreement”), executed by the Company; and (r) the Required Cash in immediately available fundsMerger Sub 2.

Closing Deliveries of the Company. At or prior to the Closing, the Company will deliver shall have delivered, or caused to Purchaserbe delivered, to Parent the following: (ai) a transition services agreement in the form of Exhibit C (the “Transition Agreement”), executed by the CompanyPayment Spreadsheet; (b) a license agreement in the form of Exhibit D (the “License Agreement”), executed by the Company; (c) a non-competition agreement in the form of Exhibit E (the “Non-Competition Agreement”), pursuant to which the Company agrees to certain restrictive covenants, executed by the Company; (dii) a certificate of the Company signed by an executive officer Chief Executive Officer of the Company dated the Closing Date and in form and substance reasonably satisfactory to Parent, certifying that as to the conditions matters set forth in Section 2.3(bSections 7.2(a), 7.2(b), 7.2(c), 7.2(g)(i) and Section 2.3(c) above have been satisfied7.2(g)(iii); (eiii) a certificate of the Secretary of the Company, dated as of the Closing Date and in form and substance reasonably satisfactory to Parent, certifying (A) the Company Organizational Documents, (B) the resolutions adopted by the Board of Directors of the Company and each Seller Subsidiarythe Company Stockholders to adopt and authorize this Agreement, certifying that attached thereto are true the Merger and complete the other transactions contemplated hereby (copies of which resolutions shall be attached to such certificate), and (iC) the Governing Documents incumbency and signatures of the officers of the Company executing this Agreement and the other agreements, instruments and documents executed by or on behalf of the Company pursuant to this Agreement or otherwise in connection with the transactions contemplated hereby; (iv) letters of resignation in form and substance reasonably satisfactory to Parent, effective as of the Closing Date, of each director and officer of the Company and each Seller Subsidiary, as amended through and in effect on the Closing Date, and (ii) resolutions of the board of directors or the equivalent governing body of the Company and each Seller Subsidiary authorizing the execution, delivery and performance of this Agreement and the other Transaction Documents and consummation of the transactions contemplated hereby and thereby, and certifying as to the incumbency of the officer of the Company and Seller Subsidiary executing this Agreement and each Transaction Document on behalf of the Company and each Seller Subsidiary; (f) certificates of good standing for the Company issued by the secretary of state of the state of incorporation or formation of the Company and by secretaries of state, or equivalent Governmental Authority, of each other jurisdiction in the United States where the Company is qualified as a foreign corporation; (g) a xxxx of sale in the form of Exhibit F, executed by the Company (“Xxxx of Sale”); (h) an Assignment and Assumption Agreement in the form of Exhibit G (the “Assignment and Assumption Agreement”), executed by the Company; (i) Local Asset Transfer Agreements in each applicable foreign jurisdiction executed by the Company and/or one or more Seller its Subsidiaries; (jv) a facility sharing agreement between evidence reasonably satisfactory to Parent as to the termination of the Company or any applicable Subsidiary Stock Plan and Purchaser or its applicable Subsidiary for a portion of each facility listed on Schedule 2.4(j)(1) which facility sharing agreement shall contain, among other terms, the terms set forth on Schedule 2.4(j)(2) and shall be in the form of Exhibit H (the “Facility Use Agreements”) and evidence that the Company or any applicable Subsidiary shall have prepaid rent for the term of the applicable Facility Use AgreementOptions; (kvi) Lease Assignments, executed by evidence reasonably satisfactory to Parent as to the Companytermination of any Company 401(k) Plan and any other Company Employee Plans provided for in Section 6.8; (lvii) all other separate assignments of any intangible Purchased Assets necessarythe novation, proper or advisable consent to record the transfer of such Purchased Assets with any applicable Governmental Authority, lessor assignment or other consent of each Person whose novation, consent to assignment or other consent, as the case may be, may be required in connection with whom such assignments must be filedthe Merger or any other transaction contemplated by this Agreement or by the Patent Documents under the Contracts listed or described on Schedule 7.2(l)(vii), which novation, consent to assignment or other consent is in form and substance reasonably satisfactory to Parent; (mviii) certificates evidence reasonably satisfactory to Parent that each of title the Contracts listed or origin with respect to all vehicles and equipment included in the Purchased Assets for which a certificate of title or origin is required to transfer title to Purchaserdescribed on Schedule 7.2(l)(viii) have been terminated; (nix) copies evidence reasonably satisfactory to Parent of all Required Consents obtained pursuant to Section 2.3(h)the termination or waiver of any rights of co‑sale, voting, registration, first refusal, first offer, board observation, information, redemption or similar rights or privileges in favor of any Company Securityholder which by their terms survive the Effective Time, and the termination of the Contracts providing any such rights, in each case effective as of the Effective Time; (ox) releases a certificate from the Secretary of Encumbrances other than (i) Permitted Encumbrances on the Purchased Assets and (ii) Permitted Encumbrances on the assets and properties State of the UK Subsidiary; State of Delaware and each other state or other U.S. jurisdiction in which the Company and, if applicable, any Subsidiary thereof is qualified to do business as a foreign corporation (por the closest equivalent thereof in the event that any jurisdiction does not provide such certificates), each dated within three (3) a FIRPTA certificatebusiness days prior to the Closing Date, certifying that the Company is duly qualified to transact business and/or is in good standing (as applicable in each such jurisdiction) and each Seller Subsidiary that is transferring any all applicable state franchise taxes or fees of the Company through and including the date of the certificate have been paid; (xi) a statement, in form and substance reasonably satisfactory to Parent and in compliance with Treasury Regulation Sections 1.1445‑2(c)(3)(i) and 1.897‑2(h), from the Company certifying that the interests in the Company are not U.S. real property interest within interests and evidence from the meaning of Code § 897(c) is a Person not subject Company demonstrating that the Company has complied with the requirement to withholding under notify the Foreign Investment in Real Property Tax Act of 1980, 26 U.S.C. § 897, et. seqIRS pursuant to Treasury Regulation Section 1.897‑2(h)(2); (qxii) an Intellectual Property Assignment and Assumption Agreement in such original signature pages as Parent may request; (xiii) the form of Exhibit I (the “IP Assignment and Assumption Agreement”), executed by the CompanyCompany Closing Statement; and (rxiv) the Required Cash in immediately available fundsExpense Statement, including the related invoices, statement of accounts and other documents contemplated pursuant to Section 6.10.

Closing Deliveries of the Company. At or prior to the Closing, the Company will deliver shall have delivered, or caused to Purchaserbe delivered, to Parent the following: (ai) a transition services agreement in the form of Exhibit C (the “Transition Agreement”), executed by the CompanyPayment Spreadsheet; (bii) a license agreement in the form Statement of Exhibit D (Transaction Expenses, the “License Agreement”)Final Invoices, executed by the CompanyEstimated Closing Date Balance Sheet and the Closing Date Balance Sheet; (c) a non-competition agreement in the form of Exhibit E (the “Non-Competition Agreement”), pursuant to which the Company agrees to certain restrictive covenants, executed by the Company; (diii) a certificate of the Company signed by an executive officer Chief Executive Officer of the Company Company, dated the Closing Date and in form and substance reasonably satisfactory to Parent, certifying that as to the conditions matters set forth in Section 2.3(bSections 7.2(a), 7.2(b) and Section 2.3(c7.2(c) above have been satisfied(the “Company Bring-Down Certificate”); (eiv) a certificate of the Secretary of the Company Company, dated as of the Closing Date and each Seller Subsidiaryin form and substance reasonably satisfactory to Parent, certifying that attached thereto are true and complete copies of (i) the Governing Documents Company Organizational Documents, (ii) the resolutions adopted by the Board of Directors of the Company and each Seller Subsidiarystockholders to authorize this Agreement, as amended through the Merger and in effect on the Closing Dateother transactions contemplated hereby, and (iiiii) resolutions the incumbency and signatures of the board of directors or the equivalent governing body officers of the Company and each Seller Subsidiary authorizing the execution, delivery and performance of executing this Agreement and the other Transaction Documents agreements, instruments and consummation of the transactions contemplated hereby and thereby, and certifying as to the incumbency of the officer of the Company and Seller Subsidiary executing this Agreement and each Transaction Document other documents executed by or on behalf of the Company and each Seller Subsidiarypursuant to this Agreement or otherwise in connection with the transactions contemplated hereby copies of which actions shall be attached to such certificate; (fv) certificates of good standing for evidence reasonably satisfactory to Parent as to the Company issued by the secretary of state of the state of incorporation or formation termination of the Company and by secretaries of state, or equivalent Governmental Authority, of each other jurisdiction Employee Plans referred to in the United States where the Company is qualified as a foreign corporation; (g) a xxxx of sale in the form of Exhibit F, executed by the Company (“Xxxx of Sale”Schedule 7.2(p)(v); (hvi) an Assignment and Assumption evidence reasonably satisfactory to Parent as to the payment of all Change in Control Payments which will or may become payable as a result of the Company entering into this Agreement in or the form consummation of Exhibit G (any of the “Assignment and Assumption Agreement”), executed by the Companytransactions contemplated hereby; (ivii) Local Asset Transfer Agreements evidence reasonably satisfactory to Parent of the termination or waiver of any rights of co-sale, voting, registration, first refusal, board observation, information or redemption in favor of any Company Stockholder which by their terms survive the Effective Time, and the termination of the Contracts providing any such rights, in each applicable foreign jurisdiction executed by case effective as of the Company and/or one or more Seller SubsidiariesEffective Time; (jviii) a facility sharing agreement between certificate from the Secretary of State of the State of Delaware and each other state or other U.S. jurisdiction in which the Company and, if applicable, any Subsidiary thereof is qualified to do business as a foreign corporation (or any applicable Subsidiary and Purchaser or its applicable Subsidiary for a portion of each facility listed on Schedule 2.4(j)(1) which facility sharing agreement shall contain, among other terms, the terms set forth on Schedule 2.4(j)(2) and shall be closest equivalent thereof in the form of Exhibit H (event that any jurisdiction does not provide such certificates), each dated within three Business Days prior to the “Facility Use Agreements”) and evidence that the Company or any applicable Subsidiary shall have prepaid rent for the term of the applicable Facility Use Agreement; (k) Lease Assignments, executed by the Company; (l) all other separate assignments of any intangible Purchased Assets necessary, proper or advisable to record the transfer of such Purchased Assets with any applicable Governmental Authority, lessor or other Person with whom such assignments must be filed; (m) certificates of title or origin with respect to all vehicles and equipment included in the Purchased Assets for which a certificate of title or origin is required to transfer title to Purchaser; (n) copies of all Required Consents obtained pursuant to Section 2.3(h); (o) releases of Encumbrances other than (i) Permitted Encumbrances on the Purchased Assets and (ii) Permitted Encumbrances on the assets and properties of the UK Subsidiary; (p) a FIRPTA certificateClosing Date, certifying that the Company is in duly qualified to transact business and/or is in good standing (as applicable in each such jurisdiction) and each Seller Subsidiary that is transferring any U.S. real property interest within all applicable state franchise taxes or fees of the meaning Company through and including the date of Code § 897(c) is a Person not subject to withholding under the Foreign Investment in Real Property Tax Act of 1980, 26 U.S.C. § 897, et. seqcertificate have been paid; (qix) an Intellectual Property Assignment FIRPTA documentation, including a notice to the IRS, in accordance with the requirements of Section 1.897-2(h)(2) and Assumption Agreement Section 1.1445 – 2(c)(3) of the Regulations, in the form attached hereto as Exhibit I, dated as of Exhibit I (the “IP Assignment Closing Date and Assumption Agreement”), executed by the Company, together with written authorization for Parent to deliver such notice form to IRS on behalf of the Company after the Closing; (x) a payoff letter in respect of any and all Company Debt, in a form satisfactory to Parent (which shall include a statement expressly releasing all Security Interest in any stock or assets of the Company and any of its Subsidiaries upon receipt of the relevant payoff amount set forth therein) executed by the Company and each applicable holder of Company Debt; (xi) evidence reasonably satisfactory to Parent of the completion of the Code Scrub Requirements; and (rxii) evidence reasonably satisfactory to Parent of the Required Cash in immediately available fundspayment of the issue fee for U.S. Patent Application No. 12/877,136, including any large issue fees.

Closing Deliveries of the Company. At the Closing, the Company will shall deliver or cause to Purchaserbe delivered to the Investor: (ai) a transition services agreement in the form of Exhibit C (the “Transition Agreement”)true and complete copy, executed certified by the Secretary of the Company, of the resolutions duly and validly adopted by the Board of Directors evidencing its authorization of the execution and delivery of this Agreement and the License Agreement, and the consummation of the transactions contemplated thereby, accompanied by the certification of the Secretary of the Company as to the names and signatures of the officers of the Company authorized to sign this Agreement and the License Agreement and the other documents to be delivered thereunder; (b) a license agreement in the form of Exhibit D (the “License Agreement”), executed by the Company; (c) a non-competition agreement in the form of Exhibit E (the “Non-Competition Agreement”), pursuant to which the Company agrees to certain restrictive covenants, executed by the Company; (dii) a certificate of the Company signed by an executive appropriate officer of the Company certifying Company, in form and substance reasonably satisfactory to the Investor, that the representations and warranties of the Company contained in Article III hereof are true and correct on and as of the Closing Date and that the Company has complied with all agreements and conditions to be performed or satisfied on its part at or prior to the Closing Date; (iii) the opinion of the Company's outside counsel, dated as of the Closing Date, substantially in the form set forth in Section 2.3(b) and Section 2.3(c) above have been satisfiedExhibit C; (eiv) a copy of (A) the articles of incorporation of the Company, as amended, certified by the Secretary of State of the State of Nevada, as of a date not earlier than three Business Days prior to the Closing Date and accompanied by a certificate of the Secretary of the Company and each Seller SubsidiaryCompany, certifying that attached thereto are true and complete copies dated as of (i) the Governing Documents of the Company and each Seller Subsidiary, as amended through and in effect on the Closing Date, stating that no amendments have been made to such articles of incorporation since such date, and (iiB) resolutions the bylaws of the board of directors or Company, certified by the equivalent governing body Secretary of the Company and each Seller Subsidiary authorizing the execution, delivery and performance of this Agreement and the other Transaction Documents and consummation of the transactions contemplated hereby and thereby, and certifying as to the incumbency of the officer of the Company and Seller Subsidiary executing this Agreement and each Transaction Document on behalf of the Company and each Seller SubsidiaryCompany; (fv) certificates of a good standing certificate for the Company issued by the secretary Secretary of state State of the state State of incorporation or formation Nevada, dated as of a date not earlier than three Business Days prior to the Company and by secretaries of state, or equivalent Governmental Authority, of each other jurisdiction in the United States where the Company is qualified as a foreign corporationClosing Date; (gvi) a xxxx an executed copy of sale in the form of Exhibit F, executed AMP Biophan Licensor Consent and any other Biophan Licensor Consents which have been obtained by the Company (“Xxxx of Sale”)prior to the Closing Date; (hvii) an Assignment and Assumption Agreement in irrevocable instructions to the form of Exhibit G transfer agent for the Common Stock directing the transfer agent to issue to the Investor certificates (the “Assignment "Certificates") evidencing the Shares issued and Assumption Agreement”), executed by the Company; (i) Local Asset Transfer Agreements in each applicable foreign jurisdiction executed sold by the Company and/or one or more Seller Subsidiaries; to the Investor pursuant to this Agreement, duly and properly registered in the name of the Investor (j) a facility sharing agreement between the Company or any applicable Subsidiary and Purchaser or its applicable Subsidiary for a portion of each facility listed on Schedule 2.4(j)(1) which facility sharing agreement shall contain, among other terms, the terms set forth on Schedule 2.4(j)(2) and shall be in the form of Exhibit H (the “Facility Use Agreements”) and evidence that the Company or any applicable Subsidiary shall have prepaid rent for the term of the applicable Facility Use Agreement; (k) Lease Assignments, executed by the Company; (l) all other separate assignments of any intangible Purchased Assets necessary, proper or advisable to record the transfer of such Purchased Assets with any applicable Governmental Authority, lessor or other Person with whom such assignments must be filed; (m) certificates of title or origin with respect to all vehicles and equipment included in the Purchased Assets for which a certificate of title or origin is required to transfer title to Purchaser; (n) copies of all Required Consents obtained pursuant to Section 2.3(hdesignee); (o) releases of Encumbrances other than (i) Permitted Encumbrances on the Purchased Assets and (ii) Permitted Encumbrances on the assets and properties of the UK Subsidiary; (p) a FIRPTA certificate, certifying that the Company and each Seller Subsidiary that is transferring any U.S. real property interest within the meaning of Code § 897(c) is a Person not subject to withholding under the Foreign Investment in Real Property Tax Act of 1980, 26 U.S.C. § 897, et. seq; (q) an Intellectual Property Assignment and Assumption Agreement in the form of Exhibit I (the “IP Assignment and Assumption Agreement”), executed by the Company; and (rviii) a receipt for the Required Cash in immediately available fundsPurchase Price.

Closing Deliveries of the Company. At or prior to the Closing, the Company will deliver or cause to Purchaserbe delivered to Parent the following: (a) a transition services agreement in the form certificate signed by an officer of Exhibit C (the “Transition Agreement”), executed by the Company, dated as of the Closing Date, certifying the accuracy of the Final Spreadsheet; (b) a license agreement in certificate signed by an officer of the form of Exhibit D Company (the “License AgreementCompany Officer’s Certificate”), executed by dated as of the CompanyClosing Date, certifying that the conditions specified in Section 7.2(a), Section 7.2(b), Section 7.2(c) and Section 7.2(d) have been satisfied; (c) a non-competition agreement in certificate dated as of the form of Exhibit E Closing Date (the “Non-Competition AgreementCompany Secretary’s Certificate”), pursuant to which the Company agrees to certain restrictive covenants, duly executed by the Secretary of the Company, certifying as to (i) attached copies of the Company Governance Documents, and stating that such Company Governance Documents have not been amended, modified, revoked or rescinded and (ii) an attached copy of the resolutions of the board of directors of the Company authorizing and approving the execution, delivery and performance of, and the consummation of the transactions contemplated by, this Agreement, and stating that such resolutions have not been amended, modified, revoked or rescinded; (d) a certificate of the Company signed by an executive officer Secretary of State of the States of Delaware and California as to the good standing of the Company certifying that as of a date not more than three Business Days prior to the conditions set forth in Section 2.3(b) and Section 2.3(c) above have been satisfiedClosing Date; (e) a certificate the Escrow Agreement, duly executed by the Securityholder Representative; (f) payoff letters, in form and substance reasonably satisfactory to Parent, with respect to all outstanding Indebtedness for borrowed money of the Secretary Company, providing for the release of all Liens relating to such Indebtedness following satisfaction of the terms contained in such payoff letters; (g) payoff letters or invoices, in form and substance reasonably satisfactory to Parent, with respect to all Unpaid Transaction Expenses; (h) resignations (or evidence of removal), effective as of the Closing, of all the directors of the Company and each Seller Subsidiaryits Subsidiaries, certifying that attached thereto are true in form and complete copies of substance reasonably satisfactory to Parent; (i) the Governing Documents of a properly executed certificate from the Company and each Seller Subsidiary, as amended through meeting the requirements of Treasury Regulation Section 1.1445-2(c)(3) (including a form of notice to the IRS in accordance with the requirements of Treasury Regulation Section 1.897-2(h)(2) and in effect on the Closing Date, and (ii) resolutions of the board of directors or the equivalent governing body of the Company and each Seller Subsidiary authorizing the execution, delivery and performance of this Agreement and the other Transaction Documents and consummation of the transactions contemplated hereby and thereby, and certifying as customary form along with written authorization for Parent to deliver such notice form to the incumbency of the officer of the Company and Seller Subsidiary executing this Agreement and each Transaction Document IRS on behalf of the Company and each Seller Subsidiary; (f) certificates of good standing for upon the Company issued by the secretary of state of the state of incorporation or formation of the Company and by secretaries of state, or equivalent Governmental Authority, of each other jurisdiction in the United States where the Company is qualified as a foreign corporation; (g) a xxxx of sale in the form of Exhibit F, executed by the Company (“Xxxx of Sale”Closing); (h) an Assignment and Assumption Agreement in the form of Exhibit G (the “Assignment and Assumption Agreement”), executed by the Company; (i) Local Asset Transfer Agreements in each applicable foreign jurisdiction executed by the Company and/or one or more Seller Subsidiaries; (j) a facility sharing agreement between the Company or any applicable Subsidiary and Purchaser or its applicable Subsidiary for a portion of each facility listed on Schedule 2.4(j)(1) which facility sharing agreement shall contain, among other terms, the terms set forth on Schedule 2.4(j)(2) and shall be in the form of Exhibit H (the “Facility Use Agreements”) and evidence reasonably satisfactory to Parent that the Company or any applicable Subsidiary shall have prepaid rent for the term requisite equityholder approval under Section 280G(b)(5)(B) of the applicable Facility Use AgreementCode was either (i) obtained with respect to any Section 280G Payments in accordance with Section 6.8, or (ii) not so obtained, and as a consequence such Section 280G Payments will not be made, retained, or provided, pursuant to the written agreements with respect to Waived Benefits entered into by the affected individuals, which written agreements have been Made Available to Parent; (k) Lease Assignmentsevidence, executed by reasonably satisfactory to Parent, that the CompanyCompany has complied in all material respects with the requirements under Section 228 of the DGCL as it relates to the Merger and an affidavit, in such form as is reasonably satisfactory to Parent, that Company has delivered to each holder of Company Stock the Information Statement; (l) all other separate assignments evidence reasonably satisfactory to Parent that each Contract set forth on Schedule 7.5(l) has been terminated and is of any intangible Purchased Assets necessary, proper no further force or advisable effect as of immediately prior to record the transfer of such Purchased Assets with any applicable Governmental Authority, lessor or other Person with whom such assignments must be filed;Effective Time; and (m) certificates of title or origin with respect evidence reasonably satisfactory to all vehicles and equipment included in the Purchased Assets for which a certificate of title or origin is required to transfer title to Purchaser; (n) copies of all Required Consents obtained pursuant to Section 2.3(h); (o) releases of Encumbrances other than (i) Permitted Encumbrances on the Purchased Assets and (ii) Permitted Encumbrances on the assets and properties Parent of the UK Subsidiary; (p) a FIRPTA certificate, certifying that the Company and each Seller Subsidiary that is transferring any U.S. real property interest within the meaning termination of Code § 897(c) is a Person not subject to withholding under the Foreign Investment in Real Property Tax Act of 1980, 26 U.S.C. § 897, et. seq; (q) an Intellectual Property Assignment and Assumption Agreement in the form of Exhibit I (the “IP Assignment and Assumption Agreement”), executed by the Company; and (r’s 401(k) the Required Cash plan, in immediately available fundsaccordance with Section 6.15.

Closing Deliveries of the Company. At or prior to the Closing, the Company will deliver Company, Sellers or the Sellers’ Representative, as applicable, shall deliver, or caused to Purchaserbe delivered, to Buyer the following: (a) a transition services agreement in the form of Exhibit C (the “Transition Agreement”), certificate executed by the chief executive officer of the Company on behalf of the Company to the effect that, as of the Closing, each of the conditions set forth in Section 8.1(a) (as it applies to the Company), Section 8.1(b) (as it applies to the Company) and Section 8.1(c) has been satisfied; (b) a license agreement in the form of Exhibit D (the “License Agreement”), certificate executed by an officer of each Seller on behalf of such Seller to the Companyeffect that, as of the Closing, each of the conditions set forth in Section 8.1(a) (as it applies to such Seller) and Section 8.1(b) (as it applies to such Seller) has been satisfied; (c) a non-competition agreement in the form of Exhibit E (the “Non-Competition Escrow Agreement”), pursuant to which the Company agrees to certain restrictive covenants, duly executed and delivered by the CompanySellers’ Representative and the Escrow Agent; (d) a certificate of the Company signed by an executive secretary or other officer of the Company, dated as of the Closing Date, in form and substance reasonably satisfactory to Buyer, as to (i) true, complete and correct copies of the Company certifying that Member Organizational Documents, and (ii) the conditions set forth in Section 2.3(b) resolutions adopted by the board of directors of the Company to authorize this Agreement and Section 2.3(c) above have been satisfiedeach Ancillary Agreement to which the Company is a party, and the transactions contemplated hereby, copies of which resolutions shall be attached to such certificate; (e) resignations, dated the Closing Date, of each member of the board of directors of each of the Company Members and, to the extent requested by Bxxxx, each officer of a Company Member, effective as of the Closing; (f) the Initial Closing Statement and any supporting documentation required to be delivered to Buyer pursuant to Section 2.4(b); (g) a certification from the Company, in form reasonably acceptable to Buyer, that the Company is not, and has not in the past five years been, a U.S. real property holding corporation as that term is defined under Section 897 of the Code, along with a letter to remit such certification to the IRS; (h) a properly executed and completed Internal Revenue Service Form W-9 or W-8 from each Seller; (i) a duly executed assignment by each Seller of its Shares, in the form attached to this Agreement as Exhibit G; (j) payoff letters, in form and substance reasonably satisfactory to Buyer, in respect of the Company Debt and Sellers Transaction Expenses that are payable to third parties; (k) Option cancellation agreements, in the form attached to this Agreement as Exhibit H and substance reasonably satisfactory to Buyer, duly executed and delivered by the Optionholder and the Company; (l) Warrant cancellation agreements, in the form attached to this Agreement as Exhibit I and substance reasonably satisfactory to Buyer, duly executed and delivered by each of the Warrantholder and the Company; (m) (i) for each Company Member, a certificate of good standing or equivalent issued as of a date not more than 10 days before the Closing Date by the Secretary of the Company and each Seller Subsidiary, certifying that attached thereto are true and complete copies of (i) the Governing Documents State of the Company and each Seller Subsidiary, as amended through and in effect on the Closing DateState of Delaware, and (ii) resolutions of for the board of directors or the equivalent governing body of the Company and each Seller Subsidiary authorizing the executionCompany, delivery and performance of this Agreement and the other Transaction Documents and consummation of the transactions contemplated hereby and thereby, and certifying as to the incumbency of the officer of the Company and Seller Subsidiary executing this Agreement and each Transaction Document on behalf of the Company and each Seller Subsidiary; (f) certificates a certificate of good standing for or equivalent issued as of a date not more than 10 days before the Company issued Closing Date by the secretary Secretary of state of the state of incorporation State or formation of the Company and by secretaries of state, or equivalent Governmental Authority, similar official of each other jurisdiction in the United States where the Company is qualified to do business as a foreign corporation; (gn) a xxxx of sale in the form of Exhibit F, executed by the Company (“Xxxx of Sale”); (h) an Assignment and Assumption Lock-Up Agreement in the form of attached to this Agreement as Exhibit G (the “Assignment B, duly executed and Assumption Agreement”), executed delivered by the Company; (i) Local Asset Transfer Agreements in Star2Star Holdings and each applicable foreign jurisdiction executed by the Company and/or one or more Seller Subsidiaries; (j) a facility sharing agreement between the Company or any applicable Subsidiary and Purchaser or its applicable Subsidiary for a portion of each facility listed Person identified on Schedule 2.4(j)(1) which facility sharing agreement shall contain, among other terms, the terms set forth on Schedule 2.4(j)(2) and shall be in the form of Exhibit H (the “Facility Use Agreements”) and evidence that the Company or any applicable Subsidiary shall have prepaid rent for the term of the applicable Facility Use Agreement; (k) Lease Assignments, executed by the Company; (l) all other separate assignments of any intangible Purchased Assets necessary, proper or advisable to record the transfer of such Purchased Assets with any applicable Governmental Authority, lessor or other Person with whom such assignments must be filed; (m) certificates of title or origin with respect to all vehicles and equipment included in the Purchased Assets for which a certificate of title or origin is required to transfer title to Purchaser; (n) copies of all Required Consents obtained pursuant to Section 2.3(h10.1(n); (o) releases of Encumbrances other than a restrictive covenant agreement in the form attached to this Agreement as Exhibit J (i) Permitted Encumbrances on the Purchased Assets “Restrictive Covenant Agreement”), duly executed and (ii) Permitted Encumbrances on the assets and properties delivered by each of the UK Subsidiaryindividuals set forth on Schedule 10.1(o), provided that the Restricted Excluded Sellers shall not be restricted by non-compete, customer non-solicitation or non-disparagement provisions in such Restrictive Covenant Agreement; (p) a FIRPTA certificate, certifying that the Company and each Seller Subsidiary that is transferring any U.S. real property interest within the meaning of Code § 897(c) is a Person not subject to withholding under the Foreign Investment in Real Property Tax Act of 1980, 26 U.S.C. § 897, et. seqTail Policy; (q) an Intellectual Property Assignment each Ancillary Agreement to which any Seller or the Company is a party, duly executed and Assumption Agreement in the form of Exhibit I (the “IP Assignment and Assumption Agreement”), executed delivered by such Seller or the Company, as applicable; (r) documentation reasonably acceptable to Buyer evidencing that a Section 280G of the Code stockholder vote was solicited in accordance with Section 6.12(b); (s) evidence that the Termination Agreement is in effect; and (rt) all other documents or instruments that Buyer may reasonably request to consummate the Required Cash in immediately available fundstransactions contemplated by this Agreement.

Closing Deliveries of the Company. At the Closing, the Company will deliver or cause to Purchaser:be delivered to the Purchaser all of the following (unless waived by the Purchaser in writing): 3.2.1 the Consideration Certificate; 3.2.2 the Disclosure Schedule; 3.2.3 a good standing or equivalent certificate dated the Closing Date for each of the Company and the Company Subsidiaries; 3.2.4 an officer certificate dated the Closing Date as to (ai) a transition services agreement in the form Organizational Documents for each of Exhibit C the for each of the Company and the Company Subsidiaries; (ii) the “Transition Agreement”), executed by corporate proceedings approving the Contemplated Transactions; and (iii) an incumbency certificate with respect to the Company; 3.2.5 an officer certificate dated the Closing Date as to (bi) a license agreement in the form performance of Exhibit D (the “License Agreement”), executed by the Company; (c) a non-competition agreement in the form of Exhibit E (the “Non-Competition Agreement”), pursuant to which the Company agrees to certain restrictive covenants, executed by the Company; (d) a certificate covenants of the Company signed by an executive officer of to be performed prior to the Company certifying that Closing, subject to the conditions materiality qualifiers set forth in Section 2.3(b) and Section 2.3(c) above have been satisfied; (e) a certificate of the Secretary of the Company and each Seller Subsidiary, certifying that attached thereto are true and complete copies of (i) the Governing Documents of the Company and each Seller Subsidiary, as amended through and in effect on the Closing Date10.3.2, and (ii) resolutions the correctness of the board representations and warranties of directors the Company herein, subject to the materiality qualifiers set forth in Section 10.3.1; 3.2.6 all consents, waivers or approvals required to be obtained by the equivalent governing body Company or any Company Subsidiaries set out on Annex 4 with respect to the completion of the Contemplated Transactions; 3.2.7 payoff letters from each of the holders of Company Indebtedness (“Payoff Payees”) identified in Annex 10 (each such payoff letter obtained prior to the Closing, a "Payoff Letter"), which Payoff Letters will contain a confirmation of release of any Encumbrances upon the payment by the Purchaser of the amount set out in such Payoff Letter; 3.2.8 (i) the Shareholder Releases, (ii) the Non-Solicitation Agreements, and (iii) the IP Assignment Agreements, countersigned to those delivered by the Purchaser in Section 3.3.1.3; 3.2.9 a resignation and release of each director or officer of each of the Company and each Seller Subsidiary authorizing the execution, delivery and performance of this Agreement and the other Transaction Documents and consummation of the transactions contemplated hereby and thereby, and certifying as to the incumbency of the officer of the Company and Seller Subsidiary executing this Agreement and each Transaction Document on behalf of the Company and each Seller Subsidiary; (f) certificates of good standing for the Company issued by the secretary of state of the state of incorporation or formation of the Company and by secretaries of state, or equivalent Governmental Authority, of each other jurisdiction in the United States where the Company is qualified as a foreign corporation; (g) a xxxx of sale in the form of Exhibit F, executed by the Company (“Xxxx of Sale”); (h) an Assignment and Assumption Agreement in the form of Exhibit G (the “Assignment and Assumption Agreement”), executed by the Company; (i) Local Asset Transfer Agreements in each applicable foreign jurisdiction executed by the Company and/or one or more Seller Subsidiaries; (j) a facility sharing agreement between the Company or any applicable Subsidiary and Purchaser or its applicable Subsidiary for a portion of each facility listed on Schedule 2.4(j)(1) which facility sharing agreement shall contain, among other terms, the terms set forth on Schedule 2.4(j)(2) and shall be in the form of Exhibit H (the “Facility Use Agreements”) and evidence that the Company or any applicable Subsidiary shall have prepaid rent for the term of the applicable Facility Use Agreement; (k) Lease Assignments, executed by the Company; (l) all other separate assignments of any intangible Purchased Assets necessary, proper or advisable to record the transfer of such Purchased Assets with any applicable Governmental Authority, lessor or other Person with whom such assignments must be filed; (m) certificates of title or origin with respect to all vehicles and equipment included in the Purchased Assets for which a certificate of title or origin is required to transfer title to Purchaser; (n) copies of all Required Consents obtained pursuant to Section 2.3(h); (o) releases of Encumbrances other than (i) Permitted Encumbrances on the Purchased Assets and (ii) Permitted Encumbrances on the assets and properties of the UK Subsidiary; (p) a FIRPTA certificate, certifying that the Company and each Seller Subsidiary that is transferring any U.S. real property interest within the meaning of Code § 897(c) is a Person not subject to withholding under the Foreign Investment in Real Property Tax Act of 1980, 26 U.S.C. § 897, et. seq; (q) an Intellectual Property Assignment and Assumption Agreement in the form of Exhibit I (the “IP Assignment and Assumption Agreement”), executed by the Company; and (r) 3.2.10 all such other assurances, consents, agreements, documents and instruments, including, as may be contemplated by this Agreement or as reasonably required by the Required Cash Purchaser to complete the Contemplated Transactions, all of which will be in immediately available fundsform and substance satisfactory to the Purchaser, acting reasonably.

Closing Deliveries of the Company. At the Closing, the Company will deliver to Purchaser: (a) a transition services stockholder agreement in the form of Exhibit C B attached hereto (the “Transition Stockholder Agreement”), executed by the Company; (b) a license agreement in the form of Exhibit D (the “License Agreement”), executed by the Company; (c) a non-competition agreement in the form of Exhibit E (the “Non-Competition Agreement”), pursuant to which the Company agrees to certain restrictive covenants, executed by the Company; (d) a certificate of the Company signed by an executive officer of the Company certifying that the conditions set forth in Section 2.3(b) and Section 2.3(c) above have been satisfiedsatisfied (the “Company Officer’s Certificate”); (ec) a certificate of the Secretary of the Company and each Seller Subsidiary, certifying that attached thereto are true and complete copies of (i) the Governing Documents of the Company Company, each Seller Subsidiary and each Seller Purchased Business Subsidiary, as amended through and in effect on the Closing Date, and (ii) resolutions of the board of directors or the equivalent governing body of the Company and each Seller Subsidiary authorizing the execution, delivery and performance of this Agreement and the other Transaction Documents and consummation of the transactions contemplated hereby and thereby, and certifying as to the incumbency of the officer of the Company and each Seller Subsidiary executing this Agreement and each Transaction Document on behalf of the Company and each such Seller Subsidiary; (fd) certificates of good standing for the Company issued Estimated Purchased Cash, reduced by an amount equal to the secretary of state outstanding balance, if any, under the Myrtle Beach LC as of the state Closing (the “Holdback Amount”) solely in the event that the condition set forth in Section 2.5(e) is not satisfied at or prior to the Closing, with such Holdback Amount to be paid to Purchaser promptly upon, but in no event more than two Business Days following, the satisfaction of incorporation or formation such condition following the Closing, by wire transfer of immediately available funds to a single bank account specified by Purchaser not less than two Business Days prior to the Closing; (e) executed assignments and assumptions of equity interests, in the form set forth on Schedule F hereto, pursuant to which the Company and by secretaries the applicable Seller Subsidiaries will assign, transfer and convey the Purchased Equity Interests to Purchaser and Purchaser will assume certain obligations (the “Purchased Equity Interest Assignments”); (f) copies of state, or equivalent Governmental Authority, of each other jurisdiction in the United States where the Company is qualified as a foreign corporationall Consents required to be obtained pursuant to Section 2.3(f); (g) a xxxx releases of sale in Encumbrances other than Permitted Encumbrances on the form of Exhibit F, executed by the Company (“Xxxx of Sale”)Assets and Equity Interests; (h) an Assignment all accounting records and Assumption Agreement documents of the Acquired Subsidiaries; (i) the assignment, (i) in the form set forth on Schedule G hereto pursuant to which Bxxxxxx Enterprises, Inc. (or its successor(s) or assign(s) (“Bxxxxxx”)) transfers, assigns and conveys all of Exhibit G its rights and interests under the MB Mortgage to Purchaser (or its designee), executed by Bxxxxxx and (ii) in the form set forth on Schedule H hereto, pursuant to which Bxxxxxx transfers, assigns and conveys all of its rights and interests under the MB Promissory Note to Purchaser (or its designee), executed by Bxxxxxx; and (j) the side letter agreement between the Company and Purchaser, in the form set forth on Schedule 2.4(j) (the “Assignment and Assumption AgreementEmpire Side Letter”), executed by the Company; (i) Local Asset Transfer Agreements in each applicable foreign jurisdiction executed by the Company and/or one or more Seller Subsidiaries; (j) a facility sharing agreement between the Company or any applicable Subsidiary and Purchaser or its applicable Subsidiary for a portion of each facility listed on Schedule 2.4(j)(1) which facility sharing agreement shall contain, among other terms, the terms set forth on Schedule 2.4(j)(2) and shall be in the form of Exhibit H (the “Facility Use Agreements”) and evidence that the Company or any applicable Subsidiary shall have prepaid rent for the term of the applicable Facility Use Agreement;. (k) Lease Assignmentsresignation letters from each director, executed by manager and officer of the Company;Acquired Subsidiaries; and (l) all other separate assignments of any intangible Purchased Assets necessary, proper or advisable to record the transfer of such Purchased Assets with any applicable Governmental Authority, lessor or other Person with whom such assignments must be filed; (m) certificates of title or origin with respect to all vehicles and equipment included in the Purchased Assets for which a certificate of title or origin is required to transfer title to Purchaser; (n) copies of all Required Consents obtained pursuant to Section 2.3(h); (o) releases of Encumbrances other than (i) Permitted Encumbrances on the Purchased Assets and (ii) Permitted Encumbrances on the assets and properties of the UK Subsidiary; (p) a FIRPTA certificate, certifying that the Company and each Seller Subsidiary that is transferring any U.S. real property interest within the meaning of Code § 897(c) is a Person not subject to withholding under the Foreign Investment in Real Property Tax Act of 1980, 26 U.S.C. § 897, et. seq; (q) an Intellectual Property Assignment and Assumption Agreement in the form of Exhibit I (the “IP Assignment and Assumption Agreement”), executed by the Company; and (r) the Required Cash in immediately available funds.

Closing Deliveries of the Company. At the Closing, the Company will shall deliver or cause to Purchaserbe delivered to the Investor: (ai) the Transaction Documents, duly executed by the Company or VGI, as appropriate; (ii) a transition services agreement true and complete copy, certified by the Secretary of the Company, of the resolutions duly and validly adopted by the Board of Directors evidencing its authorization of the execution and delivery of the Transaction Documents, the consummation of the transactions contemplated thereby and the filing of the Certificate of Designation with the Secretary of State of the State of Delaware, accompanied by the certification of the Secretary of the Company as to the names and signatures of the officers of the Company authorized to sign the Transaction Documents and the other documents to be delivered thereunder; (iii) the opinion of the Company’s outside counsel, dated as of the Closing Date, substantially in the form of set forth in Exhibit C (the “Transition Agreement”), executed by the CompanyG; (biv) a license agreement in copy of (A) the form restated certificate of Exhibit D (incorporation of the “License Agreement”)Company, executed as amended, certified by the Company; (c) a non-competition agreement in the form Secretary of Exhibit E (the “Non-Competition Agreement”), pursuant to which the Company agrees to certain restrictive covenants, executed by the Company; (d) a certificate State of the Company signed State of Delaware, as of a date not earlier than three Business Days prior to the Closing Date and accompanied by an executive officer of the Company certifying that the conditions set forth in Section 2.3(b) and Section 2.3(c) above have been satisfied; (e) a certificate of the Secretary of the Company and each Seller SubsidiaryCompany, certifying that attached thereto are true and complete copies dated as of (i) the Governing Documents of the Company and each Seller Subsidiary, as amended through and in effect on the Closing Date, stating that no amendments, other than the filing of the Certificate of Designation, have been made to such restated certificate of incorporation since such date, and (iiB) resolutions the by-laws of the board of directors or Company, certified by the equivalent governing body Secretary of the Company and each Seller Subsidiary authorizing the execution, delivery and performance of this Agreement and the other Transaction Documents and consummation of the transactions contemplated hereby and thereby, and certifying as to the incumbency of the officer of the Company and Seller Subsidiary executing this Agreement and each Transaction Document on behalf of the Company and each Seller SubsidiaryCompany; (fv) certificates of a good standing certificate for the Company issued by the secretary Secretary of state State of the state State of incorporation or formation Delaware, dated as of a date not earlier than five (5) Business Days prior to the Company and by secretaries of state, or equivalent Governmental Authority, of each other jurisdiction in the United States where the Company is qualified as a foreign corporationClosing Date; (gvi) a xxxx certificates evidencing the shares of sale in the form of Exhibit F, executed Series D Preferred Stock issued and sold by the Company to the Investor pursuant to this Agreement, duly and properly registered in the name of the Investor (“Xxxx of Sale”or its designee); (hvii) an Assignment and Assumption Agreement in the form of Exhibit G (the “Assignment and Assumption Agreement”)certificate, executed by the Company; (i) Local Asset Transfer Agreements in each applicable foreign jurisdiction executed by the Company and/or one or more Seller Subsidiaries; (j) a facility sharing agreement between the Company or any applicable Subsidiary and Purchaser or its applicable Subsidiary for a portion of each facility listed on Schedule 2.4(j)(1) which facility sharing agreement shall contain, among other terms, the terms set forth on Schedule 2.4(j)(2) and shall be in the form of Exhibit H (the “Facility Use Agreements”) and evidence that the Company or any applicable Subsidiary shall have prepaid rent for the term dated as of the applicable Facility Use Agreement; (k) Lease AssignmentsClosing Date, executed contemplated by the Company; (l) all other separate assignments of any intangible Purchased Assets necessary, proper or advisable to record the transfer of such Purchased Assets with any applicable Governmental Authority, lessor or other Person with whom such assignments must be filed; (m) certificates of title or origin with respect to all vehicles and equipment included in the Purchased Assets for which a certificate of title or origin is required to transfer title to Purchaser; (n) copies of all Required Consents obtained pursuant to Section 2.3(h7.01(a); (oviii) releases of Encumbrances other than (i) Permitted Encumbrances on a receipt for the Purchased Assets and (ii) Permitted Encumbrances on $9,000,000 paid by the assets and properties Investor in consideration of the UK Subsidiary; (p) a FIRPTA certificate, certifying that the Company and each Seller Subsidiary that is transferring any U.S. real property interest within the meaning subscription of Code § 897(c) is a Person not subject to withholding under the Foreign Investment in Real Property Tax Act shares of 1980, 26 U.S.C. § 897, et. seq; (q) an Intellectual Property Assignment and Assumption Agreement in the form of Exhibit I (the “IP Assignment and Assumption Agreement”), executed by the CompanySeries D Preferred Stock; and (rix) a receipt for the Required Cash $1,000,000 paid by the Investor in immediately available fundsconsideration of the Patent Sublicense Agreement.

Closing Deliveries of the Company. At the Closing, the Company will shall deliver to PurchaserParent all of the following: (ai) a transition services agreement in the form Certificate of Exhibit C (the “Transition Agreement”)Merger, executed by the Company; (bii) a license agreement in the form of Exhibit D (the “License Escrow Agreement”), executed by the Representative; (iii) the Stock Restriction and Non-Compete Agreements for, and executed by, each of the Principals; (iv) a tail insurance policy under the Company's errors and omissions policy, in form and amounts agreed to by Parent; (v) resignations of each officer and director of the Company; (cvi) a non-competition agreement in the form of Exhibit E (the “Non-Competition Agreement”), pursuant to which the Company agrees to certain restrictive covenants, executed by an officer's certificate certifying the Company; (d) a certificate 's bylaws and the approval of the Company signed by an executive officer Company's Board of the Company certifying that the conditions set forth in Section 2.3(b) Directors and Section 2.3(c) above have been satisfied; (e) a certificate Stockholders of the Secretary of the Company and each Seller Subsidiary, certifying that attached thereto are true and complete copies of (i) the Governing Documents of the Company and each Seller Subsidiary, as amended through and in effect on the Closing Date, and (ii) resolutions of the board of directors or the equivalent governing body of the Company and each Seller Subsidiary authorizing the execution, delivery and performance of this Agreement and the other Transaction Documents and consummation of the transactions contemplated hereby and thereby, and certifying as to the incumbency of the officer of the Company and Seller Subsidiary executing this Agreement and each Transaction Document on behalf of the Company and each Seller SubsidiaryDocuments; (fvii) certificates a completed certificate of good standing for the Company issued by the secretary non-foreign status of state each of the state Principals meeting the requirements of incorporation or formation of the Company and by secretaries of state, or equivalent Governmental Authority, of each other jurisdiction in the United States where the Company is qualified as a foreign corporation; (g) a xxxx of sale in the form of Exhibit F, executed by the Company (“Xxxx of Sale”Treasury Regulation § 1.1445-2(b)(2); (hviii) an Assignment and Assumption Agreement in evidence that each employee of the form of Exhibit G (the “Assignment and Assumption Agreement”), executed by the CompanyCompany not listed on Schedule 5.05(a) has been terminated; (iix) Local Asset Transfer Agreements evidence of the payment of all Indebtedness as of the Closing Date and lien releases, payoff letters and UCC-3 termination statements as may be necessary to evidence the release and termination of all material Liens on any of the properties or assets of the Company, including evidence of termination and repayment of: (a) that certain Loan Agreement, dated as of March 9, 2010, by and between Bank of America, N.A. and the Company, as amended, together with evidence of the termination of any securities interests and the related filed UCC-3 termination statement, and (b) those certain promissory notes payable by the Company to the Principals; (x) evidence that the covenant set forth in each applicable foreign jurisdiction Section 5.11 hereof has been satisfied; (xi) executed consulting agreements between the Company and any employee or independent contractor other than a Continuing Employee or a Continuing Independent Contractor as is requested by Parent; and (xii) without limitation by specific enumeration of the foregoing, all other agreements, documents, instruments, certificates, or other items required to be delivered by the Company and/or one or more Seller Subsidiaries; (j) a facility sharing agreement between the Company or any applicable Subsidiary and Purchaser or its applicable Subsidiary for a portion of each facility listed on Schedule 2.4(j)(1) which facility sharing agreement shall contain, among other terms, the terms set forth on Schedule 2.4(j)(2) and shall be in the form of Exhibit H (the “Facility Use Agreements”) and evidence that the Company or any applicable Subsidiary shall have prepaid rent for the term of the applicable Facility Use Securityholders under this Agreement; (k) Lease Assignments, executed by the Company; (l) all other separate assignments of any intangible Purchased Assets necessary, proper or advisable to record the transfer of such Purchased Assets with any applicable Governmental Authority, lessor or other Person with whom such assignments must be filed; (m) certificates of title or origin with respect to all vehicles and equipment included in the Purchased Assets for which a certificate of title or origin is required to transfer title to Purchaser; (n) copies of all Required Consents obtained pursuant to Section 2.3(h); (o) releases of Encumbrances other than (i) Permitted Encumbrances on the Purchased Assets and (ii) Permitted Encumbrances on the assets and properties of the UK Subsidiary; (p) a FIRPTA certificate, certifying that the Company and each Seller Subsidiary that is transferring any U.S. real property interest within the meaning of Code § 897(c) is a Person not subject to withholding under the Foreign Investment in Real Property Tax Act of 1980, 26 U.S.C. § 897, et. seq; (q) an Intellectual Property Assignment and Assumption Agreement in the form of Exhibit I (the “IP Assignment and Assumption Agreement”), executed by the Company; and (r) the Required Cash in immediately available funds.

Closing Deliveries of the Company. At On or prior to the Closing, the Company will shall issue, deliver or cause to Purchaser: (a) a transition services agreement in be delivered to each Purchaser the form of Exhibit C following (the “Transition Company Deliverables”): (i) this Agreement”), duly executed by the Company; (bii) a license agreement facsimile copies of one or more stock certificates, free and clear of all restrictive and other legends (except as provided in Section 2 hereof), evidencing the Common Shares subscribed for by Purchaser hereunder, registered in the form name of Exhibit CDN and with a corresponding number of CDIs (determined at a rate of two hundred (200) CDIs for each one (1) Common Share) to be issued to the Purchaser as set forth on the Securities Certificate Questionnaire included as EXHIBIT D hereto (the “License AgreementStock Certificates”), with the holding statements for CDIs sent to the Purchasers within three (3) Business Days of the Closing; (iii) a Warrant, executed by the Company; (c) a non-competition agreement Company and registered in the form name of Exhibit E (such Purchaser as set forth on the “Non-Competition Agreement”)Securities Certificate Questionnaire included as EXHIBIT D hereto, pursuant to which such Purchaser shall have the Company agrees right to certain restrictive covenants, executed by acquire such number of Warrant Shares as indicated in column (4) on the CompanySchedule of Purchasers; (d) a certificate of the Company signed by an executive officer of the Company certifying that the conditions set forth in Section 2.3(b) and Section 2.3(c) above have been satisfied; (eiv) a certificate of the Secretary of the Company and each Seller Subsidiary(the “Secretary’s Certificate”), dated as of the date of the Closing, (a) certifying that attached thereto are true and complete copies the resolutions adopted by the Board of (i) the Governing Documents Directors of the Company and each Seller Subsidiary, as amended through and in effect on or a duly authorized committee thereof approving the Closing Date, and (ii) resolutions of the board of directors or the equivalent governing body of the Company and each Seller Subsidiary authorizing the execution, delivery and performance of transactions contemplated by this Agreement and the other Transaction Documents Documents, as defined herein, and consummation the issuance of the transactions contemplated hereby Common Shares and therebyWarrants, (b) certifying the current versions of the Company’s Certificate of Incorporation (the “Certificate of Incorporation”), as amended, and Bylaws of the Company (the “Bylaws”) and (c) certifying as to the incumbency signatures and authority of persons signing the officer of the Company Transaction Documents and Seller Subsidiary executing this Agreement and each Transaction Document related documents on behalf of the Company and each Seller Subsidiary; (f) certificates of good standing for the Company issued by the secretary of state of the state of incorporation or formation of the Company and by secretaries of state, or equivalent Governmental Authority, of each other jurisdiction in the United States where the Company is qualified as a foreign corporation; (g) a xxxx of sale in the form of Exhibit F, executed by the Company (“Xxxx of Sale”); (h) an Assignment and Assumption Agreement in the form of Exhibit G (the “Assignment and Assumption Agreement”), executed by the Company; (iv) Local Asset Transfer Agreements the Officer’s Certificate referred to in each applicable foreign jurisdiction executed by the Company and/or one or more Seller Subsidiaries; (j) a facility sharing agreement between the Company or any applicable Subsidiary and Purchaser or its applicable Subsidiary for a portion of each facility listed on Schedule 2.4(j)(1) which facility sharing agreement shall contain, among other terms, the terms set forth on Schedule 2.4(j)(2) and shall be in the form of Exhibit H (the “Facility Use Agreements”) and evidence that the Company or any applicable Subsidiary shall have prepaid rent for the term of the applicable Facility Use Agreement; (k) Lease Assignments, executed by the Company; (l) all other separate assignments of any intangible Purchased Assets necessary, proper or advisable to record the transfer of such Purchased Assets with any applicable Governmental Authority, lessor or other Person with whom such assignments must be filed; (m) certificates of title or origin with respect to all vehicles and equipment included in the Purchased Assets for which a certificate of title or origin is required to transfer title to Purchaser; (n) copies of all Required Consents obtained pursuant to Section 2.3(h7(e); (o) releases of Encumbrances other than (i) Permitted Encumbrances on the Purchased Assets and (ii) Permitted Encumbrances on the assets and properties of the UK Subsidiary; (p) a FIRPTA certificate, certifying that the Company and each Seller Subsidiary that is transferring any U.S. real property interest within the meaning of Code § 897(c) is a Person not subject to withholding under the Foreign Investment in Real Property Tax Act of 1980, 26 U.S.C. § 897, et. seq; (q) an Intellectual Property Assignment and Assumption Agreement in the form of Exhibit I (the “IP Assignment and Assumption Agreement”), executed by the Company; and (rvi) a certified copy of the Required Cash in immediately available fundsCertificate of Incorporation, as certified by the Secretary of State of the State of Delaware, as of a date within ten (10) Business Days of the date of the Closing.

Closing Deliveries of the Company. At the Closing, the Company will deliver shall deliver, or cause to Purchaserbe delivered, to Parent the following: (a) a transition services agreement in the form of Exhibit C (the “Transition Agreement”)certificate, executed by the Company; (b) a license agreement in the form of Exhibit D (the “License Agreement”), executed by the Company; (c) a non-competition agreement in the form of Exhibit E (the “Non-Competition Agreement”), pursuant to which the Company agrees to certain restrictive covenants, executed by the Company; (d) a certificate dated as of the Company Closing Date, signed by an executive officer of the Company certifying that the conditions set forth in Section 2.3(b) and Section 2.3(c) above have been satisfied; (e) a certificate of the Secretary of the Company and each Seller Subsidiaryin form and substance reasonably satisfactory to Fathom, certifying that attached thereto are true and complete copies of (i) the Governing Documents names of the Company’s officers authorized to sign this Agreement and the other documents, instruments or certificates delivered pursuant to this Agreement by the Company, together with true specimen signatures of such officers; (ii) that the copies of the Certificate of Incorporation and bylaws, each as amended to date, of the Company attached thereto are true, correct and each Seller Subsidiary, as amended through and in effect on complete; (iii) that the Closing Date, and (ii) copies resolutions attached thereto of the board of directors or the equivalent governing body of the Company and each Seller Subsidiary authorizing the execution, delivery and performance of this Agreement and all other agreements contemplated hereby and the other Transaction Documents and consummation of the all transactions contemplated hereby and therebythereby were duly adopted and are in full force and effect, and certifying as to (iv) that the incumbency copies of the officer written consent signed by the Stockholders of the Company evidencing the Company Stockholder Approval were duly adopted and Seller Subsidiary executing this Agreement are in full force and effect. (b) a certificate signed by an authorized representative of Company, each Transaction Document on behalf in form and substance reasonably satisfactory to Fathom, dated as of the Company Closing Date, to the effect that each of the conditions set forth in Sections 7.2(a) and 7.2(b) have been satisfied; (c) the Company’s books and records; (d) Support Agreements, Letters of Transmittal, and Lock-up Agreements duly executed by Stockholders holding at least 98% of each Seller Subsidiaryclass of Capital Stock; (e) Note Cancellation Agreements with respect to 100% of the Convertible Notes, and SAFE and Warrant Cancellation Agreements and Lock-up Agreements with respect 100% of the Warrants and 100% of the SAFEs; (f) certificates a copy of good standing for the Company issued Paying Agent Agreement executed by the secretary of state of Stockholder Representative and, if applicable, the state of incorporation or formation of the Company and by secretaries of state, or equivalent Governmental Authority, of each other jurisdiction in the United States where the Company is qualified as a foreign corporationCompany; (g) a xxxx properly executed certificate, dated as of sale the Closing Date, certifying to the effect that no stock or interest in the form of Exhibit F, executed by the Company (“Xxxx of Sale”); (h) an Assignment and Assumption Agreement in the form of Exhibit G (the “Assignment and Assumption Agreement”), executed by the Company; (i) Local Asset Transfer Agreements in each applicable foreign jurisdiction executed by the Company and/or one or more Seller Subsidiaries; (j) is a facility sharing agreement between the Company or any applicable Subsidiary and Purchaser or its applicable Subsidiary for a portion of each facility listed on Schedule 2.4(j)(1) which facility sharing agreement shall contain, among other terms, the terms set forth on Schedule 2.4(j)(2) and shall be in the form of Exhibit H (the “Facility Use Agreements”) and evidence that the Company or any applicable Subsidiary shall have prepaid rent for the term of the applicable Facility Use Agreement; (k) Lease Assignments, executed by the Company; (l) all other separate assignments of any intangible Purchased Assets necessary, proper or advisable to record the transfer of such Purchased Assets with any applicable Governmental Authority, lessor or other Person with whom such assignments must be filed; (m) certificates of title or origin with respect to all vehicles and equipment included in the Purchased Assets for which a certificate of title or origin is required to transfer title to Purchaser; (n) copies of all Required Consents obtained pursuant to Section 2.3(h); (o) releases of Encumbrances other than (i) Permitted Encumbrances on the Purchased Assets and (ii) Permitted Encumbrances on the assets and properties of the UK Subsidiary; (p) a FIRPTA certificate, certifying that the Company and each Seller Subsidiary that is transferring any U.S. United States real property interest within the meaning of Code § Section 897(c) and a notice of such certification to be delivered by Fathom to the IRS on behalf of the Company in accordance with the provisions of Regulations Section 1.897-2(h)(2) (such certificate and notice substantially in the form required by Regulations Sections 1.897-2(h) and 1.1445-2(c)(3)); (h) payoff letters or final invoices in a form reasonably satisfactory to Parent from each of the parties to which any of the Company Indebtedness or to which any Company Transaction Expenses are payable by the Company, as set forth in the Estimated Closing Statement; (i) a written resignation from each of the officers and directors of the Company set forth on Section 3.1(i) of the Company Disclosure Schedule; (j) a certificate, together with other evidence of payoff as Parent may reasonably require, signed by an authorized representative of Company that any and all loans made by the Company to any employee of the Company have been repaid in full; (k) a Certificate of Good Standing of the Company dated within five (5) Business Days of the Closing Date, certified by the Secretary of State of the State of Delaware; (l) the Closing Payoff Statement; (m) the Allocation Spreadsheet; (n) employment agreements, substantially in the form attached hereto as (i) Exhibit F, duly executed by Fathom and Cxxx Xxxxx (ii) Exhibit G, duly executed by Fathom and Jxxx Xxxxx, (iii) Exhibit H, duly executed by the Fathom and Mxxxx Xxxx, and (iv) Exhibit I, duly executed by Fathom and Bxxxxxxx Xxxxxx; (o) if requested by Fathom, all documents evidencing the termination of the any Company Benefit Plan that is a Person not subject qualified under Section 401(a), effective the last day of the payroll period ending prior to withholding under the Foreign Investment in Real Property Tax Act of 1980, 26 U.S.C. § 897, et. seqClosing; (p) all third-party consents required to consummate the transaction; and (q) an Intellectual Property Assignment such other documents, instruments, certificates, consents and Assumption other agreements as Parent may reasonably require to effect the transactions contemplated by this Agreement in to be consummated as of the form of Exhibit I (the “IP Assignment and Assumption Agreement”), executed by the Company; and (r) the Required Cash in immediately available fundsClosing.

Closing Deliveries of the Company. At the Closing, the Company will deliver to Purchaserand the Shareholders’ Representative shall have performed and delivered the following: (a) a transition services agreement all of the officers, directors, employees and Affiliates of the Company shall have repaid (and shall delivered to Parent evidence of repayment) in the form full in accordance with their terms all debts and other obligations, if any, owed by any of Exhibit C (the “Transition Agreement”), executed by them to the Company; (b) a license agreement in the form of Exhibit D (the “License Agreement”), executed by the Company; (c) a non-competition agreement in the form of Exhibit E (the “Non-Competition Agreement”), pursuant to which the Company agrees shall have executed and delivered to certain restrictive covenants, executed by the Company; (d) Parent a certificate of its secretary, setting forth the Company signed by an executive officer of the Company certifying that the conditions set forth in Section 2.3(b) and Section 2.3(c) above have been satisfied; (e) a certificate of the Secretary organizational documents of the Company and each Seller Subsidiary, certifying that attached thereto are true and complete copies of (i) the Governing Documents of the Company and each Seller Subsidiary, as amended through and in effect on the Closing Date, and (ii) resolutions of the its board of directors and Shareholders (or the equivalent governing body of the Company and each Seller Subsidiary other evidence reasonably satisfactory to Parent) authorizing the execution, delivery and performance of this Agreement and the other Transaction Documents documents contemplated hereby and the consummation of the transactions contemplated hereby and thereby, and certifying as that such organizational documents and resolutions have not been amended or rescinded and are in full force and effect; (c) the Company shall have delivered to Parent the incumbency original share records of the officer Company, books of account, minute books, minutes and other records of all meetings of the Company, the corporate seal of the Company and Seller Subsidiary executing this Agreement such other documents, records, keys and each Transaction Document on behalf other items as shall be necessary for the operation of the business of the Company; (d) the Company’s Chief Executive Officer shall have delivered to Parent an officer’s certificate certifying to the satisfaction of the conditions set forth in Sections 7.1 and 7.2 hereof; (e) the Company shall have delivered to Parent a good standing certificate from the jurisdiction of its incorporation and from each Seller Subsidiarystate in which it is qualified to do business, and its certified charter documents, each dated as of a date reasonably close to the Closing Date; (f) certificates of good standing for the Company issued by shall have caused to be delivered to Parent the secretary opinion of state of White & Xxx LLP, counsel to the state of incorporation or formation of Company, as to the Company and by secretaries of state, or equivalent Governmental Authority, of each other jurisdiction in the United States where the Company is qualified matters attached hereto as a foreign corporationExhibit G; (g) a xxxx of sale in the form of Exhibit F, executed by the Company (“Xxxx shall have executed and delivered a properly executed FIRPTA Notification Letter along with written authorization for Parent to deliver such notice form to the IRS on behalf of Sale”)the Company; (h) an Assignment the Company shall have secured effective and Assumption Agreement in irrevocable 280G Waivers with respect to each Potential Parachute Recipient, conducted the form shareholder vote, and delivered to Parent the results of Exhibit G (the “Assignment and Assumption Agreement”such shareholder vote, all as contemplated by Section 6.12(e), executed by the Company; (i) Local Asset Transfer Agreements in each applicable foreign jurisdiction executed by the Company and/or one or more Seller Subsidiariesshall have delivered to Parent the Company’s statements of income and cash flows for the years ending December 31, 2009 and balance sheets as of December 31, 2009, compiled and reviewed by a third party reasonably acceptable to Parent; (j) a facility sharing agreement between the Company or any applicable Subsidiary and Purchaser or its applicable Subsidiary for a portion of each facility listed on Schedule 2.4(j)(1) which facility sharing agreement shall contain, among other terms, the terms set forth on Schedule 2.4(j)(2) and shall be in the form of Exhibit H (the “Facility Use Agreements”) and evidence that the Company or any applicable Subsidiary shall have prepaid rent for the term of the applicable Facility Use Agreement; (k) Lease Assignmentsdelivered to Parent releases, in a form reasonably acceptable to Parent, executed by the Company; (l) all other separate assignments of any intangible Purchased Assets necessary, proper or advisable to record the transfer of such Purchased Assets with any applicable Governmental Authority, lessor or other Person with whom such assignments must be filed; (m) certificates of title or origin with respect to all vehicles Xxxx Xxxxxxx and equipment included in the Purchased Assets for which a certificate of title or origin is required to transfer title to Purchaser; (n) copies of all Required Consents obtained pursuant to Section 2.3(h); (o) releases of Encumbrances other than (i) Permitted Encumbrances on the Purchased Assets and (ii) Permitted Encumbrances on the assets and properties of the UK Subsidiary; (p) a FIRPTA certificate, certifying that the Company and each Seller Subsidiary that is transferring any U.S. real property interest within the meaning of Code § 897(c) is a Person not subject to withholding under the Foreign Investment in Real Property Tax Act of 1980, 26 U.S.C. § 897, et. seq; (q) an Intellectual Property Assignment and Assumption Agreement in the form of Exhibit I (the “IP Assignment and Assumption Agreement”), executed by the Company; and (r) the Required Cash in immediately available fundsXxx Xxxxxx.

Closing Deliveries of the Company. At The Company has delivered the following to Buyer at the Closing, the Company will deliver to Purchaser: (a) a transition services agreement in evidence of the form of Exhibit C (the “Transition Agreement”), executed by the CompanyNecessary Stockholder Approval; (b) a license agreement in the form of Exhibit D (the “License Agreement”), executed by the Companyevidence that all consents listed on Schedule 4C(i)(b) have been obtained; (c) a employment agreements executed by the Company and each of Xxxxxxx X. Xxxxxx, Xxxxx X. Xxxxx, Xxxxxxx X. Xxxxxxx, Xxxx X. Xxxxx and Xxxx X. Xxxxxx, each to take effect upon the consummation of the Merger (collectively, the “Employment Agreements”); (d) agreements containing general releases and confidentiality provisions executed by the holders of the Series A Preferred Stock and each of Xxxxxxx X. Xxxxxx, Xxxxx X. Xxxxx, Xxxxxxx X. Xxxxxxx, Xxxx X. Xxxxx and Xxxx X. Xxxxxx, each to take effect upon the consummation of the Merger (collectively, the “Confidentiality and Release Agreements”); (e) non-competition solicitation agreement in the form of Exhibit E executed by Xxxxxxxx Partners IV, L.P., Fleet Growth Resources III, L.P., Fleet Equity Partners VII, L.P. and Xxxxxxx Plaza Partners II, LLC (the “Non-Competition Solicitation Agreement”), pursuant to which ; (f) the Company agrees to certain restrictive covenants, Escrow Agreement executed by the Company, the Sellers’ Representative and the Escrow Agent; (dg) a certificate of the Company signed by an executive officer of the Company certifying that the conditions set forth in Section 2.3(b) and Section 2.3(c) above have been satisfied;following corporate documents: (e1) a certificate of the Secretary good standing certificates of the Company and each Seller Subsidiary, certifying that attached thereto are true and complete copies Subsidiary from its jurisdiction of formation dated within ten (i10) days prior to the Closing Date; (2) the Governing Documents certificate of incorporation and by-laws or equivalent organizational documents of the Company and each Seller Subsidiary, as amended through of its Subsidiaries and in effect on the Closing Date, and (ii) resolutions of the board of directors or the equivalent governing body of the Company and each Seller Subsidiary authorizing the execution, delivery and performance consummation of this the Merger Agreement and the other Transaction Documents Ancillary Agreements and consummation of the transactions contemplated hereby and thereby, and certifying as to the incumbency of the in each case, certified by an officer of the Company and Seller Subsidiary executing this Agreement and each Transaction Document on behalf of the Company and each Seller Subsidiarythereof; (f) certificates of good standing for the Company issued by the secretary of state of the state of incorporation or formation of the Company and by secretaries of state, or equivalent Governmental Authority, of each other jurisdiction in the United States where the Company is qualified as a foreign corporation; (g3) a xxxx of sale duly executed certificate in the customary form of Exhibit F, executed by the Company (“Xxxx of Sale”); (h) an Assignment and Assumption Agreement in the form of Exhibit G (the “Assignment and Assumption Agreement”), executed by the Company; (i) Local Asset Transfer Agreements in each applicable foreign jurisdiction executed by the Company and/or one or more Seller Subsidiaries; (j) a facility sharing agreement between the Company or any applicable Subsidiary and Purchaser or its applicable Subsidiary for a portion of each facility listed on Schedule 2.4(j)(1) which facility sharing agreement shall contain, among other terms, the terms set forth on Schedule 2.4(j)(2) and shall be in the form of Exhibit H (the “Facility Use Agreements”) and evidence that the Company or any applicable Subsidiary shall have prepaid rent for the term of the applicable Facility Use Agreement; (k) Lease Assignments, executed by the Company; (l) all other separate assignments of any intangible Purchased Assets necessary, proper or advisable to record the transfer of such Purchased Assets with any applicable Governmental Authority, lessor or other Person with whom such assignments must be filed; (m) certificates of title or origin with respect to all vehicles and equipment included in the Purchased Assets for which a certificate of title or origin is required to transfer title to Purchaser; (n) copies of all Required Consents obtained pursuant to Section 2.3(h); (o) releases of Encumbrances other than (i) Permitted Encumbrances on the Purchased Assets and (ii) Permitted Encumbrances on the assets and properties of the UK Subsidiary; (p) a FIRPTA certificate, certifying that the Company and each Seller Subsidiary that is transferring any U.S. real property interest within the meaning of Code § 897(c) is a Person not subject to transactions contemplated by this Agreement are exempt from withholding under Section 1445 of the Foreign Investment in Real Property Tax Act of 1980, 26 U.S.C. § 897, et. seq; (q) an Intellectual Property Assignment Code and Assumption Agreement in the form of Exhibit I (the “IP Assignment and Assumption Agreement”), executed by the CompanyTreasury Regulations thereunder; and (r4) such other documents or instruments as Buyer may reasonably request to effect the Required Cash in immediately available fundstransactions contemplated hereby.

Closing Deliveries of the Company. At the Closing: (a) The Company shall deliver, the Company will deliver or cause to be delivered, to Purchaser: (ai) a transition services agreement in the form of Exhibit C (the “Transition Agreement”), Escrow Agreement executed by the CompanyShareholder Representative; (bii) a license agreement in certificate, dated as of the form of Exhibit D (the “License Agreement”), Closing Date and executed by a duly authorized representative of the Company; (c) a non-competition agreement in , as to the form fulfillment of Exhibit E (the “Non-Competition Agreement”), pursuant to which the Company agrees to certain restrictive covenants, executed by the Company; (d) a certificate of the Company signed by an executive officer of the Company certifying that the conditions set forth in Section 2.3(b6.1(a) and Section 2.3(c) above have been satisfied(b); (eiii) a certificate of the Secretary secretary (or equivalent) of the Company and each Seller SubsidiaryGroup Company, certifying that attached thereto are true and complete copies dated as of (i) the Governing Documents of the Company and each Seller Subsidiary, as amended through and in effect on the Closing Date, certifying (A) that a correct and complete copy of the Organizational Documents of such Group Company as in effect immediately prior to the Closing is attached thereto, and with respect to the Company only, with a copy of the Certificate of Formation of the Company certified by the Secretary of State of Texas as of a date not more than ten (10) days prior to the Closing Date also attached thereto, and (iiB) that a Certificate of Good Standing (or equivalent, as applicable) of such Group Company (excluding any Group Companies organized in a non-U.S. jurisdiction) issued by the Secretary of State or other appropriate Governmental Authority for the jurisdiction of incorporation or formation of such Group Company and each of the other jurisdictions set forth on Section 2.1(b) of the Company Disclosure Schedule, each dated as of a date not more than ten (10) days prior to the Closing Date, are attached thereto; (iv) a certificate of the secretary of the Company, dated as of the Closing Date, certifying (A) resolutions of the board of directors or the equivalent governing body of the Company and each Seller Subsidiary authorizing Board approving the execution, delivery and performance of this Agreement and the other Transaction Documents and consummation of the transactions contemplated hereby and thereby, and certifying as (B) to the incumbency and signature of the officer of the Company and Seller Subsidiary executing this Agreement and each the other Transaction Document on behalf of Documents to which the Company and each Seller Subsidiarywill be a party; (fv) certificates the resignation of good standing for the each director (or equivalent) of each Group Company issued by the secretary of state from his or her position as a director (or equivalent) effective as of the state of incorporation or formation of the Company and by secretaries of state, or equivalent Governmental Authority, of each other jurisdiction in the United States where the Company is qualified as a foreign corporationClosing; (gvi) a xxxx the seal (if any), minute book and stock transfer records of sale in the form of Exhibit F, executed by the Company (“Xxxx of Sale”)each Group Company; (hvii) an Assignment and Assumption Agreement in the form of Exhibit G (the “Assignment and Assumption Agreement”), a properly completed certificate executed by the Company; (i) Local Asset Transfer Agreements , in each applicable foreign jurisdiction executed by the Company and/or one or more Seller Subsidiaries; (j) a facility sharing agreement between the Company or any applicable Subsidiary and Purchaser or its applicable Subsidiary for a portion of each facility listed on Schedule 2.4(j)(1) which facility sharing agreement shall contain, among other terms, the terms set forth on Schedule 2.4(j)(2form that complies with Treasury Regulations Sections 1.897-2(h) and shall be in the form of Exhibit H (the “Facility Use Agreements”1.1445-2(c) and evidence that the Company or any applicable Subsidiary shall have prepaid rent for the term of the applicable Facility Use Agreement; (k) Lease Assignments, executed by the Company; (l) all other separate assignments of any intangible Purchased Assets necessary, proper or advisable to record the transfer of such Purchased Assets with any applicable Governmental Authority, lessor or other Person with whom such assignments must be filed; (m) certificates of title or origin with respect to all vehicles and equipment included in the Purchased Assets for which a certificate of title or origin is required to transfer title reasonably acceptable to Purchaser; (n) copies of all Required Consents obtained pursuant to Section 2.3(h); (o) releases of Encumbrances other than (i) Permitted Encumbrances on the Purchased Assets and (ii) Permitted Encumbrances on the assets and properties of the UK Subsidiary; (p) a FIRPTA certificate, certifying that shares in the Company and each Seller Subsidiary that is transferring any U.S. are not interests in “United States real property interest interests” within the meaning of Code § Section 897(c) is a Person not subject to withholding under of the Foreign Investment in Real Property Tax Act of 1980, 26 U.S.C. § 897, et. seq; (q) an Intellectual Property Assignment and Assumption Agreement in the form of Exhibit I (the “IP Assignment and Assumption Agreement”), executed by the CompanyCode; and (rviii) a copy of each of the Required Cash executed payoff letters related to the Funded Debt to be paid at the Closing, duly executed by the parties thereto and dated prior to or as of the Closing Date, including the agreement of the holders of Liens to release all Liens and terminate all UCC financing statements filed in immediately available fundsconnection therewith, in each case, in form and substance reasonably satisfactory to Purchaser.

Closing Deliveries of the Company. At the ClosingIn addition to any other documents specifically required to be delivered pursuant to this Agreement, the Company will shall deliver the following to Purchaserthe Buyers at Closing: (a) a transition services agreement in the form of Exhibit C (the “Transition Agreement”), executed by the Company; (b) a license agreement in the form of Exhibit D (the “License Agreement”), executed by the Company; (c) a non-competition agreement in the form of Exhibit E (the “Non-Competition Agreement”), pursuant to which the Company agrees to certain restrictive covenants, executed by the Company; (d) a certificate of the Company signed by an executive officer of the Company certifying that the conditions set forth in Section 2.3(b) and Section 2.3(c) above have been satisfied; (e) a certificate of the Secretary or Assistant Secretary of the Company and each Seller SubsidiaryCompany, certifying that attached thereto are true and complete copies dated as of the Closing Date, certifying: (i) the Governing Documents of the Company and each Seller Subsidiary, as amended through and in effect on the Closing Date, and (ii) resolutions of duly adopted by the board of directors or the equivalent governing body of the Company authorizing and each Seller Subsidiary authorizing approving the execution, delivery and performance of this Agreement and the other Transaction Documents and consummation of the transactions contemplated hereby by this Agreement; (ii) that such resolutions have not been rescinded or modified and thereby, remain in full force and certifying effect as to the incumbency of the officer of the Company and Seller Subsidiary executing this Agreement and each Transaction Document on behalf of the Company and each Seller Subsidiary; Closing Date; (fiii) certificates a reasonably current certificate of good standing for the Company issued by the secretary Delaware Division of state Corporations; (iv) a copy of the state Certificate of incorporation or formation Formation of the Company certified by the Delaware Division of Corporations, and by secretaries a copy of statethe Company’s Operating Agreement; and (v) that all liabilities and obligations of the Company to Representatives for management, professional, or equivalent Governmental Authoritysimilar fees, and to the members of each other jurisdiction its board of directors for director’s fees, as appropriate, have been paid and satisfied in full through the United States where Closing and that no further amounts shall be owed in respect thereof after the Company is qualified as a foreign corporationClosing; (gb) a xxxx evidence of sale the termination or resignation of the employees listed on Schedule 3.03(c), in form and substance reasonably satisfactory to the form of Exhibit F, executed by the Company (“Xxxx of Sale”)Buyers; (hc) an Assignment those consents in connection with the consummation of the transactions contemplated by this Agreement set forth on Exhibit E, in form and Assumption Agreement in substance reasonably acceptable to the form Buyers; (d) resignations of Exhibit G (the “Assignment manager, directors, and Assumption Agreement”), executed by officers of the Company; (ie) Local Asset Transfer Agreements in each applicable foreign jurisdiction executed by the Company and/or one or more Seller Subsidiaries; (j) a facility sharing agreement between the Company or any applicable Subsidiary books and Purchaser or its applicable Subsidiary for a portion records of each facility listed on Schedule 2.4(j)(1) which facility sharing agreement shall contain, among other terms, the terms set forth on Schedule 2.4(j)(2) and shall be in the form of Exhibit H (the “Facility Use Agreements”) and evidence that the Company or any applicable Subsidiary shall have prepaid rent for the term of the applicable Facility Use Agreement; (k) Lease Assignments, executed by the Company; (lf) all other separate assignments of any intangible Purchased Assets necessary, proper or advisable to record the transfer of such Purchased Assets with any applicable Governmental Authority, lessor or other Person with whom such assignments must be filed; (m) certificates of title or origin with respect to all vehicles and equipment included in the Purchased Assets for which a certificate of title or origin is required to transfer title to Purchaser; (n) copies of all Required Consents obtained pursuant to Section 2.3(h); (o) releases of Encumbrances other than (i) Permitted Encumbrances on the Purchased Assets and (ii) Permitted Encumbrances on the assets and properties of the UK Subsidiary; (p) a FIRPTA certificate, certifying that the Company and each Seller Subsidiary that is transferring any U.S. real property interest within the meaning of Code § 897(c) is a Person not subject to withholding under the Foreign Investment in Real Property Tax Act of 1980, 26 U.S.C. § 897, et. seq; (q) an Intellectual Property Assignment and Assumption Agreement in the form of Exhibit I (the “IP Assignment and Assumption Agreement”), executed by the CompanyYear-End Financial Statements; and (rg) such other documents, instruments of sale, transfer, conveyance, and assignment as the Required Cash Buyers and its counsel may reasonably request in immediately available fundsorder to carry out the transactions contemplated by this Agreement.

Closing Deliveries of the Company. At the Closing, the Company and the Additional Sellers will deliver to Purchaserthe Buyers the following: (a) The Acquired Assets, including (i) with respect to the Acquired Contracts, a transition services agreement complete, accurate and legible copy of each such Contract (including all amendments and supplements thereto); and (ii) with respect to all Software included in the form Acquired Assets, a copy of Exhibit C all such Software (the “Transition Agreement”such delivery to be made by electronic means), executed by the Company; (b) a license agreement duly executed General Assignments and Bills of Sale, and accompanying powers of attorney, which shall be in the form of Exhibit D (the “License Agreement”), executed by the Companyfull force and effect; (c) a non-competition agreement the specific assignments, bills of sale, endorsements, deeds and other good and sufficient instruments of conveyance and transfer reasonably requested by the Buyers, in form and substance reasonably satisfactory to the Buyer and its counsel, including, without limitation, the Assignment and Assumption Agreements, as shall be effective to vest in the form Buyer or applicable Buyer Affiliate title to all the Acquired Assets, including, without limitation, assignment deeds and powers of Exhibit E attorney with respect to any and all Company Registrable Intellectual Property Rights, and all the applications to register any of the foregoing as well as physical possession (whether by way of actual delivery or, if more appropriate, by confirmation of handing over of possession to the “Non-Competition Agreement”)control of a Buyers’ representative) of certain Acquired Assets acquired hereunder, pursuant to which the Company agrees to certain restrictive covenantswhose physical delivery is reasonably required, executed by the Companyincluding, without limitation, all source code of all Products and Software; (d) a certificate of executed by the Company signed by an president and chief executive officer of the Company (as authorized officer of the Company) in a form mutually agreed upon by the parties certifying that that: (i) the conditions representations and warranties of the Company set forth in Section 2.3(bSections 3.8, 3.9, 3.10, and 3.12 are true and correct in all material respects on and as of the Closing, unless such representation is not true on and as of the Closing due to an inaccuracy as to which the Company has notified the Buyer in writing that such matter will be treated as an Excluded Liability, (ii) all other representations and Section 2.3(cwarranties of the Company hereunder are true and correct on and as of the Closing, except where the failure to be so true and correct would not, individually or in the aggregate, have a Material Adverse Effect (all of the above, other than those representations and warranties which were qualified by terms such as “material”, “materially” or “Material Adverse Effect” which representations and warranties as so qualified shall be true and correct in all respects on and as of the Closing and except that each representation and warrantee given as of a specific date need be true only as of such date); (iii) above all covenants required by the terms hereof to be performed and complied with by the Company or the Additional Sellers on or before the Closing Date have been satisfiedso performed and complied with in all material respects, and (iv) all documents to be executed and delivered by the Company or the Additional Sellers at the Closing have been executed by a duly authorized officer of the Company or the Additional Seller, as applicable; (e) a certificate fully executed resolutions of the Secretary Board of Directors of the Company and each Seller Subsidiary, certifying that adopted by unanimous written consent in the form attached thereto are true and complete copies of (i) the Governing Documents of the Company and each Seller Subsidiary, hereto as amended through and in effect on the Closing Date, and (ii) resolutions of the board of directors or the equivalent governing body of the Company and each Seller Subsidiary authorizing the execution, delivery and performance of this Agreement and the other Transaction Documents and consummation of the transactions contemplated hereby and thereby, and certifying as to the incumbency of the officer of the Company and Seller Subsidiary executing this Agreement and each Transaction Document on behalf of the Company and each Seller Subsidiary;Schedule 2.4(e). (f) certificates an opinion of good standing for Herzog, Fox, Xxxxxx, counsel to the Company issued by the secretary of state Company, dated as of the state of incorporation or formation of the Company and by secretaries of stateClosing, or equivalent Governmental Authority, of each other jurisdiction in the United States where the Company is qualified form attached hereto as a foreign corporationSchedule 2.4(f); (g) a xxxx an executed signature page of sale in the form of Exhibit F, executed by the Company (“Xxxx of Sale”)to the Escrow Agreement; (h) an Assignment a written resignation from each of the officers and Assumption Agreement in directors of each of the form Company Subsidiaries (other than the Additional Sellers) effective as of Exhibit G (the “Assignment and Assumption Agreement”), executed by the Company;Closing Date. (i) Local Asset Transfer Agreements in duly executed share transfer deeds or similar documents required under applicable Laws for the transfer of the shares of each applicable foreign jurisdiction executed by of the Company and/or one Subsidiaries (other than the Additional Sellers), including duly executed share certificates in the name of the Buyer or more Seller Subsidiaries;an Affiliate thereof, as applicable. (j) a facility sharing agreement between all other instruments, agreements, certificates, opinions and documents reasonably required to be delivered by the Company at or any applicable Subsidiary and Purchaser or its applicable Subsidiary for a portion of each facility listed on Schedule 2.4(j)(1) which facility sharing agreement shall contain, among other terms, prior to the terms set forth on Schedule 2.4(j)(2) and shall be in the form of Exhibit H (the “Facility Use Agreements”) and evidence that the Company or any applicable Subsidiary shall have prepaid rent for the term of the applicable Facility Use Agreement; (k) Lease Assignments, executed by the Company; (l) all other separate assignments of any intangible Purchased Assets necessary, proper or advisable to record the transfer of such Purchased Assets with any applicable Governmental Authority, lessor or other Person with whom such assignments must be filed; (m) certificates of title or origin with respect to all vehicles and equipment included in the Purchased Assets for which a certificate of title or origin is required to transfer title to Purchaser; (n) copies of all Required Consents obtained Closing Date pursuant to Section 2.3(h); (o) releases of Encumbrances other than (i) Permitted Encumbrances on the Purchased Assets and (ii) Permitted Encumbrances on the assets and properties of the UK Subsidiary; (p) a FIRPTA certificate, certifying that the Company and each Seller Subsidiary that is transferring any U.S. real property interest within the meaning of Code § 897(c) is a Person not subject to withholding under the Foreign Investment in Real Property Tax Act of 1980, 26 U.S.C. § 897, et. seq; (q) an Intellectual Property Assignment and Assumption Agreement in the form of Exhibit I (the “IP Assignment and Assumption this Agreement”), executed by the Company; and (r) the Required Cash in immediately available funds.

Closing Deliveries of the Company. At or prior to the Closing, the Company will Company, on behalf of the Sellers and the Company, shall deliver to PurchaserBuyer and Merger Sub: (a) a transition services agreement in certificates representing at least ninety percent (90%) of the form of Exhibit C Seller Securities (to the “Transition Agreement”extent such Seller Securities are certificated), executed by together with other appropriate instruments of transfer to convey the Companysame to Buyer; (b) a license agreement in the form of Exhibit D (the “License Agreement”), executed by the Company; (c) a non-competition agreement in the form of Exhibit E (the “Non-Competition Agreement”), pursuant to which the Company agrees to certain restrictive covenants, executed by the Company; (d) a certificate of the Company signed by an executive officer of the Company certifying that the conditions set forth in Section 2.3(b) and Section 2.3(c) above have been satisfied; (e) a certificate of the Secretary of the Company and each Seller Subsidiaryof its Subsidiaries, dated as of the Closing Date, attaching and certifying that attached thereto are true and complete copies of (i) the Governing Organizational Documents of the Company and each Seller Subsidiaryof its Subsidiaries, as amended through and in effect on the Closing Date, and (ii) the authorizing resolutions of the Company and each of its Subsidiaries and (iii) the incumbency and signatures of the Persons signing this Agreement and the other Ancillary Agreements to which the Company or any of its Subsidiaries is a party; (c) good standing certificates for the Company and each of its Subsidiaries from the jurisdiction of each such Person’s organization and each jurisdiction in which the Company or any Subsidiary is qualified to do business; (d) counterpart signature pages to the Employment Offer Letters signed by the individuals set forth on Schedule 5.1(d); (e) resignation letters from each member of the board of directors or the equivalent governing body of the Company and each Seller Subsidiary authorizing the execution, delivery and performance of this Agreement and the other Transaction Documents and consummation of the transactions contemplated hereby and thereby, and certifying as to the incumbency of the officer of the Company and Seller Subsidiary executing this Agreement and each Transaction Document its Subsidiaries set forth on behalf of the Company and each Seller SubsidiarySchedule 5.1(e); (f) certificates all documentation necessary to obtain releases of good standing for all Liens (other than the Company issued by the secretary of state of the state of incorporation or formation of the Company and by secretaries of statePermitted Liens), or equivalent Governmental Authority, of each other jurisdiction in the United States where the Company is qualified as a foreign corporationincluding appropriate UCC termination statements; (g) a xxxx payoff and release letters from the holders of sale the Debt set forth on Schedule 5.1(g) that (i) reflect the amounts required in order to pay in full such Debt and (ii) provide that, upon payment in full of the form amounts indicated, all Liens with respect to the assets of Exhibit Fthe Company or any of its Subsidiaries shall be terminated and of no further force and effect, executed together with UCC-3 termination statements with respect to the financing statements filed against the assets or equity interests of the Company or any of its Subsidiaries by the Company (“Xxxx holders of Sale”)such Liens; (h) an Assignment and Assumption a counterpart signature page to the Escrow Agreement in the form of Exhibit G (the “Assignment and Assumption Agreement”), executed signed by the CompanyRepresentative; (i) Local Asset Transfer Agreements in each applicable foreign jurisdiction executed a counterpart signature page to the Lockup Agreement signed by the Company and/or one or more Seller SubsidiariesSellers; (j) a facility sharing termination agreement between from each party to the Company or any applicable Subsidiary and Purchaser or its applicable Subsidiary for a portion of each facility listed related party Contracts identified on Schedule 2.4(j)(1) which facility sharing agreement shall contain, among other terms, the terms set forth on Schedule 2.4(j)(2) and shall be in the form of Exhibit H (the “Facility Use Agreements”) and evidence that the Company or any applicable Subsidiary shall have prepaid rent for the term of the applicable Facility Use Agreement5.1(j); (k) Lease Assignmentsan affidavit, executed certified under penalties of perjury by the Company, stating that the Company is not and has not been a “United States real property holding corporation” within the meaning of Section 897(c) of the Code, dated as of the Closing Date and in form and substance required under Treasury Regulation Section 1.897-2(h); (l) all other separate assignments the Option Cancellation Agreements signed and delivered by the In-Money Optionholders as of any intangible Purchased Assets necessary, proper or advisable to record the transfer of such Purchased Assets with any applicable Governmental Authority, lessor or other Person with whom such assignments must be filedClosing Date; (m) certificates the Warrant Cancellation Agreements signed and delivered by the Warrantholders as of title or origin with respect to all vehicles and equipment included in the Purchased Assets for which a certificate of title or origin is required to transfer title to PurchaserClosing Date; (n) copies a certificate of all Required Consents obtained pursuant to Section 2.3(h);the Chief Executive Officer of the Company, dated as of the Closing Date, attaching and certifying the Consideration Spreadsheet; and (o) releases of Encumbrances all other than (i) Permitted Encumbrances on the Purchased Assets instruments and (ii) Permitted Encumbrances on the assets and properties of the UK Subsidiary; (p) a FIRPTA certificate, certifying that the Company and each Seller Subsidiary that is transferring any U.S. real property interest within the meaning of Code § 897(c) is a Person not subject documents required by this Agreement to withholding under the Foreign Investment in Real Property Tax Act of 1980, 26 U.S.C. § 897, et. seq; (q) an Intellectual Property Assignment and Assumption Agreement in the form of Exhibit I (the “IP Assignment and Assumption Agreement”), executed be delivered by the Company; and (r) , its Subsidiaries, the Required Cash Sellers or the Representative to Buyer or Merger Sub, and such other instruments and documents which Buyer, Merger Sub or its counsel may reasonably request to effectuate the transactions contemplated hereby. All such agreements, documents and other items shall be in immediately available fundsform and substance satisfactory to Buyer and Merger Sub.

Closing Deliveries of the Company. At or prior to the Closing, the Company will deliver to PurchaserTilray all of the following: (a) 2.7.1 a transition services agreement in certificate of status, good standing or like document for the form Company and each subsidiary of Exhibit C (the “Transition Agreement”), executed Company issued as of a recent date by the Companyapplicable Governmental Authority evidencing the good standing of each such entity; (b) a license agreement in the form of Exhibit D (the “License Agreement”), executed by the Company; (c) a non-competition agreement in the form of Exhibit E (the “Non-Competition Agreement”), pursuant to which the Company agrees to certain restrictive covenants, executed by the Company; (d) 2.7.2 a certificate of the Chief Executive Officer (or other Person acceptable to Tilray) of the Company, dated the Effective Date, in form and substance reasonably satisfactory to Tilray, as to the resolutions adopted by the board of directors and shareholders of the Company signed by authorizing and approving the Contemplated Transactions, which resolutions will have been certified as true, correct and in full force and effect without rescission, revocation or amendment as of the Effective Date; 2.7.3 a certificate of an executive authorized officer of the Company certifying Company, dated the Effective Date, in form and substance reasonably satisfactory to Tilray, certifying: (i) that the conditions set forth in Section 2.3(b) and Section 2.3(c) above there have been satisfiedno amendments to the Company’s articles of incorporation, charter or other applicable constating documents since the date of this Agreement; and (ii) the Company’s by-laws as in effect as of the Effective Date; (e) a 2.7.4 the minute books, share certificate of the Secretary books, ledgers and registers, corporate seal and other corporate records of the Company and each Seller Subsidiary, certifying that attached thereto are true subsidiary of the Company; 2.7.5 all information and complete copies of (i) the Governing Documents materials required to access all bank accounts and safe deposit boxes of the Company and each Seller Subsidiary, subsidiary thereof and such other information and materials as amended through and in effect on may be reasonably required to transition the Closing Date, and (ii) resolutions operation of the board of directors or Business to Tilray effective as at the equivalent governing body Closing; 2.7.6 a resignation and release, in form and substance reasonably satisfactory to Tilray, signed by each officer and director of the Company and each Seller Subsidiary authorizing the execution, delivery and performance subsidiary of this Agreement and the other Transaction Documents and consummation of the transactions contemplated hereby and thereby, and certifying as to the incumbency of the officer of the Company and Seller Subsidiary executing this Agreement and each Transaction Document on behalf of the Company and each Seller Subsidiary; (f) certificates of good standing for the Company issued by the secretary of state of the state of incorporation or formation of the Company and by secretaries of state, or equivalent Governmental Authority, of each other jurisdiction in the United States where the Company is qualified as a foreign corporation; (g) a xxxx of sale in the form of Exhibit F, executed by the Company (“Xxxx of Sale”); (h) an Assignment and Assumption Agreement in the form of Exhibit G (the “Assignment and Assumption Agreement”), executed by the Company; (i) Local Asset Transfer Agreements in each applicable foreign jurisdiction executed by the Company and/or one or more Seller Subsidiaries; (j) a facility sharing agreement between the Company or any applicable Subsidiary and Purchaser or its applicable Subsidiary for a portion of each facility listed on Schedule 2.4(j)(1) which facility sharing agreement shall contain, among other terms, the terms set forth on Schedule 2.4(j)(2) and shall be in the form of Exhibit H (the “Facility Use Agreements”) and evidence that the Company or any applicable Subsidiary shall have prepaid rent for the term of the applicable Facility Use Agreement; (k) Lease Assignments, executed by the Company; (l) all other separate assignments of any intangible Purchased Assets necessary, proper or advisable to record the transfer of such Purchased Assets with any applicable Governmental Authority, lessor or other Person with whom such assignments must be filed; (m) certificates of title or origin with respect to all vehicles and equipment included in the Purchased Assets for which a certificate of title or origin is required to transfer title to Purchaser; (n) copies of all Required Consents obtained pursuant to Section 2.3(h); (o) releases of Encumbrances other than (i) Permitted Encumbrances on the Purchased Assets and (ii) Permitted Encumbrances on the assets and properties of the UK Subsidiary; (p) a FIRPTA certificate, certifying that the Company and each Seller Subsidiary that is transferring any U.S. real property interest within the meaning of Code § 897(c) is a Person not subject to withholding under the Foreign Investment in Real Property Tax Act of 1980, 26 U.S.C. § 897, et. seq; (q) an Intellectual Property Assignment and Assumption Agreement in the form of Exhibit I (the “IP Assignment and Assumption Agreement”), executed by the Company; and (r) 2.7.7 any consents, waivers or approvals required to be obtained by the Required Cash in immediately available funds.Company or any subsidiary thereof with respect to the completion of the Contemplated Transactions, including the consents, waivers, approvals and actions of or by, and all filings with and notifications to, any Governmental Authority pursuant to Section 6.1.1;

Closing Deliveries of the Company. At the Closing, the Company will deliver to Purchaser: (a) the Escrow Agreement, executed by the Company; (b) a transition services agreement in the form of Exhibit C (the “Verenium Transition Agreement”), executed by the Company; (b) a license agreement in the form of Exhibit D (the “License Services Agreement”), executed by the Company; (c) a non-competition transition services agreement in the form of Exhibit D (the “BP Transition Services Agreement”), executed by the Company; (d) a sublease agreement in the form of Exhibit E (the “Sublease Agreement”), executed by the Company; (e) a license agreement in the form of Exhibit F (the “Verenium License Agreement”), executed by the Company; (f) a license agreement in the form of Exhibit G (the “BP License Agreement”), executed by the Company; (g) a non-competition and non-solicitation agreement in the form of Exhibit H (the “Verenium Non-Competition Agreement”), pursuant to which the Company agrees to certain restrictive covenants, executed by the Company; (dh) a non-competition and non-solicitation agreement in the form of Exhibit I (the “BP Non-Competition Agreement”), pursuant to which Purchaser agrees to certain restrictive covenants, executed by the Company; (i) the Joint Intellectual Property Agreement in the form of Exhibit J (the “Joint Intellectual Property Agreement”); (j) the Xxxxx Sublicense Agreement in the form of Exhibit K (the “Xxxxx Sublicense Agreement”); (k) the three commercial license letter agreements in the form of Exhibit X-0, Xxxxxxx X-0 and Exhibit L-3 (collectively, the “Commercial License Letter Agreements”); (l) an opinion of Xxxxxx LLP, legal counsel to the Company, dated as of the Closing Date and in the form of Exhibit M, upon which Purchaser has the right to rely; (m) a certificate of the Company signed by an executive officer of the Company certifying that the conditions set forth in Section 2.3(b) and Section 2.3(c) above have been satisfied; (en) a certificate of the Secretary of the Company and each Seller SubsidiaryCompany, certifying that attached thereto are true and complete copies of (i) the Governing Documents of the Company and each Seller SubsidiaryCompany, as amended through and in effect on the Closing Date, and (ii) resolutions of the board of directors or the equivalent governing body of the Company and each Seller Subsidiary authorizing the execution, delivery and performance of this Agreement and the other Transaction Documents and consummation of the transactions contemplated hereby and thereby, and certifying as to the incumbency of the officer of the Company and Seller Subsidiary executing this Agreement and each Transaction Document on behalf of the Company and each Seller SubsidiaryCompany; (fo) certificates of good standing for the Company issued by the secretary of state of the state of incorporation or formation of the Company and by secretaries of state, or equivalent Governmental Authority, of each other jurisdiction in set forth on Section 2.4(o) of the United States where the Company is qualified as a foreign corporationDisclosure Schedule; (gp) a xxxx of sale in the form of Exhibit FN, executed by the Company (“Xxxx of Sale”)Company; (hq) an Assignment and Assumption Agreement in the form of Exhibit G O (the “Assignment and Assumption Agreement”), executed by the Company; (i) Local Asset Transfer Agreements in each applicable foreign jurisdiction executed by the Company and/or one or more Seller Subsidiaries; (j) a facility sharing agreement between the Company or any applicable Subsidiary and Purchaser or its applicable Subsidiary for a portion of each facility listed on Schedule 2.4(j)(1) which facility sharing agreement shall contain, among other terms, the terms set forth on Schedule 2.4(j)(2) and shall be in the form of Exhibit H (the “Facility Use Agreements”) and evidence that the Company or any applicable Subsidiary shall have prepaid rent for the term of the applicable Facility Use Agreement; (k) Lease Assignments, executed by the Company; (lr) all other separate assignments of any intangible Purchased Assets necessary, proper or advisable to record the transfer of such Purchased Assets with any applicable Governmental Authority, lessor or other Person with whom such assignments must be filedfiled and as set forth in Section 2.4(r) of the Disclosure Schedule; (ms) certificates of title or origin with respect to all vehicles and equipment included in the Purchased Assets for which a certificate of title or origin is required to transfer title to Purchaser; (nt) copies of all Required Consents consents, authorizations, Orders or approvals required to be obtained pursuant to Section 2.3(h2.3(g); (ou) releases of Encumbrances other than (i) Permitted Encumbrances on the Purchased Assets and (ii) Permitted Encumbrances on the assets and properties of the UK Biofuels Subsidiaries; (v) all share and membership interest certificates which have been issued in respect of each Biofuels Subsidiary; (pw) all accounting records and documents of each Biofuels Subsidiary; (x) resignation letters from each director, manager and officer of each Biofuels Subsidiaries; (y) a FIRPTA certificate, certifying that the Company and each Seller Biofuels Subsidiary that is transferring any U.S. real property interest within the meaning of Code § 897(c) is a Person not subject to withholding under the Foreign Investment in Real Property Tax Act of 1980, 26 U.S.C. § 897, et. seq.; (qz) general warranty deeds conveying all right, title and interest of the Company and the Non-Biofuels Subsidiaries in any Owned Real Estate owned by the Company or any Non-Biofuels Subsidiary, together with appropriate affidavits of title; (aa) an Intellectual Property Assignment assignment of the Cambridge Lease from Verenium Biofuels to the Company, or any Affiliate of the Company which is not a Biofuels Subsidiary, together with the landlord’s consent if required, in each case, in form and Assumption Agreement substance acceptable to Purchaser; (bb) an assignment of the San Diego Leases, from the Company to Purchaser, or such Affiliate of Purchaser as Purchaser so designates, together with a written consent, in form and substance reasonably acceptable to Purchaser and the form Company, of Exhibit I the landlord to the assignment of each of the San Diego Leases including, without limitation, an acknowledgment of landlord that Purchaser shall be permitted to use Building C in a manner consistent with the Company’s use of Building C prior to the Closing without any additional consideration being required from Purchaser (the “IP Assignment San Diego Lease Assignments”) and Assumption the Sublease Agreement; (cc) the written waiver, in form and substance reasonably acceptable to Purchaser and the Company, of the right of first offer held by the San Diego Subtenant under the San Diego Sublease with respect to the Sublease Agreement and the San Diego Lease Assignments (the “ROFO Waiver – Lease Assignments”), executed by the Company; and (rdd) the Required Cash written waiver, in immediately available fundsform and substance reasonably acceptable to Purchaser, of the right of first offer held by the San Diego Subtenant under the San Diego Sublease with respect to the Sublease Agreement between Purchaser and the Company (the “ROFO Waiver – Sublease”).

Closing Deliveries of the Company. At the Closing, the Company will shall deliver the following to PurchaserParent and Merger Sub: (i) a certificate executed by the Secretary, or other appropriate officer, of the Company certifying as of the date of Closing (a) a transition services agreement true and correct copy of the certificate of incorporation of the Company as in effect immediately prior to the form of Exhibit C Closing (including all amendments thereto, the “Transition AgreementCompany Certificate of Incorporation”), executed by the Company; (b) a license agreement true and correct copy of the bylaws of the Company as in effect immediately prior to the form of Exhibit D (the “License Agreement”)Closing, executed by the Company; (c) a non-competition agreement in the form of Exhibit E (the “Non-Competition Agreement”)incumbency matters, pursuant to which the Company agrees to certain restrictive covenants, executed by the Company; (d) a certificate true and correct copy of the Company signed by an executive officer of the Company certifying that the conditions set forth in Section 2.3(b) and Section 2.3(c) above have been satisfied; (e) a certificate of the Secretary of the Company and each Seller Subsidiary, certifying that attached thereto are true and complete copies of (i) the Governing Documents of the Company and each Seller Subsidiary, as amended through and in effect on the Closing Date, and (ii) resolutions of the board of directors or the equivalent governing body of the Company and each Seller Subsidiary authorizing the execution, delivery and performance of this Agreement by the Company and the other Transaction Documents consummation of the transactions contemplated hereby, and (e) approval of this Agreement and the Merger and the consummation of the transactions contemplated hereby and thereby, and certifying as to the incumbency by holders of the officer requisite number of shares of outstanding Company Capital Stock, including the approval of holders of a majority of the outstanding Company and Seller Subsidiary executing this Agreement and each Transaction Document on behalf Series A1 Stock; (ii) (w) a certificate executed by an appropriate official certifying the existence of the Company and each Seller Subsidiary of the Company that is not in the process of being dissolved or otherwise having its corporate existence terminated (each a “Surviving Subsidiary; ”) in its respective jurisdiction of organization and all other states (for other jurisdiction) certificates where it has substantial business operations and is qualified to do business; (x) certified articles of incorporation and by-laws (or the equivalent organizational documents) of each Surviving Subsidiary; (y) good standing for the Company issued by the secretary of state of the state of incorporation or formation certificates in respect of the Company and each Surviving Subsidiary (but only to the extent available with respect to foreign Company Subsidiaries following reasonable efforts by secretaries the Company); and (z) a tax good standing or similar certificate (but only to the extent available with respect to foreign Company Subsidiaries following reasonable efforts by the Company) for the Company and each Surviving Subsidiary from the revenue authority of state, or equivalent Governmental Authority, its jurisdiction of incorporation and each other jurisdiction in the United States where the Company which it is qualified as a foreign corporationto do business, certifying the payment of all taxes due and filing of all required filings with such jurisdiction, all in form and substance reasonably satisfactory to Parent; (giii) physical possession of all original minute books, corporate seals and stock or equity ownership records of the Company; (iv) physical possession of all books and records (other than those covered by clause (iii) above), Company permits, policies, contracts, plans or other instruments that are in the possession of the Company, all such materials (unless otherwise specified by Parent in writing prior to the Closing) to be deemed delivered to Parent if they are present at any of the Company’s facilities; (v) a xxxx legal opinion from counsel to Company addressing appropriate matters (including due authorization, Company stockholder approval of sale the Merger and the Agreement, the capitalization of the Company and certain other matters), in form and substance reasonably acceptable to Parent; (vi) resignations of each director of the Company and any Company Subsidiary, effective as of the Effective Time; (vii) a certificate with respect to the Company Transaction Expenses (defined below) executed by an officer of the Company; and (viii) a counterpart of the Exchange Agreement, in the form of attached hereto as Exhibit F, executed by the Company (“Xxxx of Sale”); (h) an Assignment and Assumption Agreement in the form of Exhibit G A (the “Assignment and Assumption Exchange Agreement”), executed by the Company; (i) Local Asset Transfer Agreements in each applicable foreign jurisdiction executed by the Company and/or one or more Seller Subsidiaries; (j) a facility sharing agreement between the Company or any applicable Subsidiary and Purchaser or its applicable Subsidiary for a portion of each facility listed on Schedule 2.4(j)(1) which facility sharing agreement shall contain, among other terms, the terms set forth on Schedule 2.4(j)(2) and shall be in the form of Exhibit H (the “Facility Use Agreements”) and evidence that the Company or any applicable Subsidiary shall have prepaid rent for the term of the applicable Facility Use Agreement; (k) Lease Assignments, executed by the Company; (l) all other separate assignments of any intangible Purchased Assets necessary, proper or advisable to record the transfer of such Purchased Assets with any applicable Governmental Authority, lessor or other Person with whom such assignments must be filed; (m) certificates of title or origin with respect to all vehicles and equipment included in the Purchased Assets for which a certificate of title or origin is required to transfer title to Purchaser; (n) copies of all Required Consents obtained pursuant to Section 2.3(h); (o) releases of Encumbrances other than (i) Permitted Encumbrances on the Purchased Assets and (ii) Permitted Encumbrances on the assets and properties of the UK Subsidiary; (p) a FIRPTA certificate, certifying that the Company and each Seller Subsidiary that is transferring any U.S. real property interest within of the meaning of Code § 897(c) is a Person not subject to withholding under the Foreign Investment in Real Property Tax Act of 1980, 26 U.S.C. § 897, et. seq; (q) an Intellectual Property Assignment and Assumption Agreement in the form of Exhibit I (the “IP Assignment and Assumption Agreement”), executed by the CompanyHolders party hereto; and (rix) all other documents and certificates required to be delivered by Company pursuant to the Required Cash in immediately available fundsterms of this Agreement.

Closing Deliveries of the Company. At or prior to the ClosingClosing the Company, shall deliver or cause to be delivered to Buyer or at the Company will deliver direction of Buyer to Purchaserthe Exchange Agent: (a) a transition services agreement in the form certificates representing all of Exhibit C (the “Transition Agreement”)outstanding Common Stock, executed by together with the Companyother appropriate instruments of transfer to convey the same to Buyer; (b) a license agreement in the form Certificate of Exhibit D (the “License Agreement”)Merger, executed by the CompanyCompany which shall be filed by Buyer with the Delaware Secretary of State; (c) a non-competition agreement in certificate of the form Secretary of Exhibit E the Company, dated as of the Closing Date, attaching and certifying (i) the “Non-Competition Organizational Documents of the Company, (ii) the authorizing resolutions of the Company approving the Merger, this Agreement and the transactions contemplated hereby, and (iii) the incumbency and signatures of the Persons signing this Agreement”), pursuant the Escrow Agreement, and the other Ancillary Agreements to which the Company agrees to certain restrictive covenants, executed by the Companyis a party; (d) a certificate of the Company signed by an executive officer Chief Executive Officer of the Company certifying that as to the satisfaction of the conditions set forth in Section 2.3(b) Sections 5.1, 5.2, 5.4, 5.5, 5.7 and Section 2.3(c) above have been satisfied5.8; (e) a certificate good standing certificates for the Company from Delaware and each jurisdiction in which the Company is qualified to do business; (f) counterpart signature pages to the Proprietary Information, Inventions Assignment, and Non-Solicitation Agreement, each in the form attached hereto as Exhibit B by each Founder and each member of the Secretary of the Company and Management Team; (g) resignation letters from each Seller Subsidiary, certifying that attached thereto are true and complete copies of (i) the Governing Documents of the Company and each Seller Subsidiary, as amended through and in effect on the Closing Date, and (ii) resolutions member of the board of directors or the equivalent governing body of the Company and each Seller Subsidiary authorizing the execution, delivery and performance of this Agreement and the other Transaction Documents and consummation of the transactions contemplated hereby and thereby, and certifying as to the incumbency of the officer of the Company and Seller Subsidiary executing this Agreement and each Transaction Document forth on behalf of the Company and each Seller Subsidiary; (f) certificates of good standing for the Company issued by the secretary of state of the state of incorporation or formation of the Company and by secretaries of state, or equivalent Governmental Authority, of each other jurisdiction in the United States where the Company is qualified as a foreign corporation; (g) a xxxx of sale in the form of Exhibit F, executed by the Company (“Xxxx of Sale”Schedule 7.1(g); (h) an Assignment and Assumption Agreement in all documentation necessary to obtain releases of all Liens (other than the form of Exhibit G (the “Assignment and Assumption Agreement”Permitted Liens), executed by the Companyincluding appropriate UCC termination statements, if any; (i) Local Asset Transfer Agreements payoff and release letters from the holders of the Debt set forth on Schedule 7.1(i) that (i) reflect the amounts required in each applicable foreign jurisdiction executed order to pay in full such Debt and (ii) provide that, upon payment in full of the amounts indicated, all Liens with respect to the assets of the Company shall be terminated and of no further force and effect, together with UCC-3 termination statements with respect to any financing statements filed against the assets or equity interests of the Company by the Company and/or one or more Seller Subsidiariesholders of such Liens; (j) a facility sharing termination agreement between from each party to the Company or any applicable Subsidiary and Purchaser or its applicable Subsidiary for a portion of each facility listed related party Contracts identified on Schedule 2.4(j)(1) which facility sharing agreement shall contain, among other terms, the terms set forth on Schedule 2.4(j)(2) and shall be in the form of Exhibit H (the “Facility Use Agreements”) and evidence that the Company or any applicable Subsidiary shall have prepaid rent for the term of the applicable Facility Use Agreement7.1(j); (k) Lease Assignmentsthe Escrow Agreement in the form attached hereto as Exhibit D, duly executed by the CompanyRepresentative; (l) all other separate assignments Employment Agreements each in the form attached hereto as Exhibit E, signed by each of any intangible Purchased Assets necessary, proper or advisable to record the transfer of such Purchased Assets with any applicable Governmental Authority, lessor or other Person with whom such assignments must be filedFounders; (m) certificates of title or origin with respect to all vehicles and equipment included Non-Competition Agreements each in the Purchased Assets for which a certificate form attached hereto as Exhibit H, signed by each of title or origin is required to transfer title to Purchaserthe Persons set forth on Schedule 11.2(a); (n) copies of evidence, in form and substance, satisfactory to Buyer that the Company’s 401(k) plan and all Required Consents obtained pursuant to Section 2.3(h)Company stock option plans and warrants have been terminated; (o) releases a certificate, addressed to Buyer and dated as of Encumbrances other than (i) Permitted Encumbrances the Closing Date and duly executed under penalties of perjury by a responsible corporate officer of the Company, certifying that the Company is not, and has not been at any time during the five-year period ending on the Purchased Assets and (iiClosing Date, a “United States real property holding corporation” within the meaning of Section 897(c)(2) Permitted Encumbrances on the assets and properties of the UK SubsidiaryCode, together with a notice, prepared in accordance with Treasury Regulations Section 1.897-2(h)(2) and duly executed under penalties of perjury by a responsible corporate officer of the Company, in each case in form and substance reasonably acceptable to Buyer; (p) a FIRPTA certificate, certifying that each member of the Company and each Seller Subsidiary that is transferring any U.S. real property interest within Management Team shall have executed offer letters in substantially the meaning of Code § 897(c) is a Person not subject to withholding under the Foreign Investment in Real Property Tax Act of 1980, 26 U.S.C. § 897, et. seqform attached hereto as Exhibit I; (q) an Intellectual Property Assignment and Assumption Agreement Transaction Bonus Release Letters each in the form attached hereto as Exhibit J, signed by each of Exhibit I the Persons set forth on Schedule 7.1(q); (r) at least two (2) Business Days prior to the “IP Assignment and Assumption Agreement”)Closing Date, executed by the Unaudited 2018 Financial Statements; (s) evidence reasonably acceptable to Buyer that the Company has engaged independent auditors to prepare the Company’s audit for fiscal 2018 and assist the Company with respect to the implementation of ASC 606, with the audit and implementation being scheduled to be completed no later than March 31, 2019; and (rt) all other instruments and documents required by this Agreement to be delivered by the Required Cash Company, the Equityholders or the Representative to Buyer, and such other instruments and documents which Buyer or its counsel may reasonably request to effectuate the transactions contemplated hereby. All such agreements, documents and other items shall be in immediately available fundsform and substance reasonably satisfactory to Buyer.

Closing Deliveries of the Company. At the or prior to Closing, the Company will deliver and the Members shall have delivered to PurchaserPurchaser each of the following: (a) a transition services agreement in the form of Exhibit C (the “Transition counterpart to this Agreement”), duly executed by the CompanyCompany and each of the Members; (b) a license agreement in certificate from the form of Exhibit D Secretary (the “License Agreement”), executed by the Company; (cor equivalent officer) a non-competition agreement in the form of Exhibit E (the “Non-Competition Agreement”), pursuant to which the Company agrees to certain restrictive covenants, executed by the Company; (d) a certificate of the Company signed by an executive officer of the Company certifying that the conditions set forth in Section 2.3(b) and Section 2.3(c) above have been satisfied; (e) a certificate of the Secretary of the Company and each Seller Subsidiary, certifying that attached thereto are true as to correct and complete copies of (i) the Governing Documents certificate of formation of the Company and each Seller Subsidiary, as amended through and in effect on Company; (ii) the Closing DateOperating Agreement, and (iiiii) resolutions of duly adopted by the board of directors or Company’s managers and the equivalent governing body of the Company and each Seller Subsidiary Members authorizing the execution, delivery and performance of this Agreement and Agreement, the other Transaction Documents and the consummation of the transactions contemplated hereby and thereby, and certifying thereby (the “Company Secretary Certificate”); (c) a certificate of good standing issued by the Secretary of State of the State of California as to the incumbency of the officer current good standing of the Company in California; (d) an assignment and Seller Subsidiary executing this Agreement assumption agreement, attached hereto as Exhibit B (the “Assignment Agreement”), duly executed by each Member and each Transaction Document on behalf dated the Closing Date, transferring to Purchaser full record and beneficial ownership of such Member’s Membership Interests, free and clear of all Encumbrances; (e) an escrow agreement, in the form in the form attached hereto as Exhibit C (the “Escrow Agreement”), duly executed by the Company and each Seller Subsidiaryof the Members; (f) certificates of good standing for the Company issued by the secretary of state copies of the state of incorporation or formation third-party consents, waivers, filings and notices required in connection with the consummation of the Company and by secretaries transactions hereunder as set forth in Schedule 2.01, each of statewhich shall have been obtained or, or equivalent Governmental Authority, of each other jurisdiction in the United States where the Company is qualified as a foreign corporationcase of filings or notices, filed or delivered, in each case on terms reasonably satisfactory to Purchaser; (g) a xxxx of sale in the form of Exhibit Fan acknowledgment and release agreement, duly executed by the Company (“Xxxx of Sale”)and Sonoma Pacific Distribution, Inc., in a form reasonable satisfactory to Purchaser; (h) an Assignment a legal opinion from Company counsel, in a form reasonably acceptable to Purchaser, as to corporate existence, due authorization, capitalization and Assumption Agreement in the form of Exhibit G (the “Assignment and Assumption Agreement”), executed by the Company;enforceability; and (i) Local Asset Transfer Agreements in each applicable foreign jurisdiction executed such other documents relating to the transactions contemplated by the Company and/or one or more Seller Subsidiaries; (j) a facility sharing agreement between the Company or any applicable Subsidiary and this Agreement as Purchaser or its applicable Subsidiary for a portion of each facility listed on Schedule 2.4(j)(1) which facility sharing agreement shall contain, among other terms, the terms set forth on Schedule 2.4(j)(2) and shall be in the form of Exhibit H (the “Facility Use Agreements”) and evidence that the Company or any applicable Subsidiary shall have prepaid rent for the term of the applicable Facility Use Agreement; (k) Lease Assignments, executed by the Company; (l) all other separate assignments of any intangible Purchased Assets necessary, proper or advisable to record the transfer of such Purchased Assets with any applicable Governmental Authority, lessor or other Person with whom such assignments must be filed; (m) certificates of title or origin with respect to all vehicles and equipment included in the Purchased Assets for which a certificate of title or origin is required to transfer title to Purchaser; (n) copies of all Required Consents obtained pursuant to Section 2.3(h); (o) releases of Encumbrances other than (i) Permitted Encumbrances on the Purchased Assets and (ii) Permitted Encumbrances on the assets and properties of the UK Subsidiary; (p) a FIRPTA certificate, certifying that the Company and each Seller Subsidiary that is transferring any U.S. real property interest within the meaning of Code § 897(c) is a Person not subject to withholding under the Foreign Investment in Real Property Tax Act of 1980, 26 U.S.C. § 897, et. seq; (q) an Intellectual Property Assignment and Assumption Agreement in the form of Exhibit I (the “IP Assignment and Assumption Agreement”), executed by the Company; and (r) the Required Cash in immediately available fundsmay reasonably request.

Closing Deliveries of the Company. At the On or prior to each Closing, the Company will shall issue, deliver or cause to Purchaser: (a) a transition services agreement be delivered to each Purchaser participating in such Closing the form of Exhibit C following (the “Transition Company Deliverables”): (i) this Agreement”), duly executed by the Company; (bii) a license agreement facsimile copies of one or more stock certificates, free and clear of all restrictive and other legends (except as provided in Section 2 hereof), evidencing the Common Shares subscribed for by Purchaser hereunder with respect to such Closing, registered in the form name of Exhibit CDN and with a corresponding number of CDIs to be issued to the Purchaser as set forth on the Securities Certificate Questionnaire included as EXHIBIT D hereto (the “License AgreementStock Certificates”), with the holding statements for CDIs sent to the Purchasers within three (3) Business Days of such Closing; (iii) a Warrant, executed by the Company; (c) a non-competition agreement Company and registered in the form name of Exhibit E (such Purchaser as set forth on the “Non-Competition Agreement”)Securities Certificate Questionnaire included as EXHIBIT D hereto, pursuant to which such Purchaser shall have the Company agrees right to certain restrictive covenants, executed by acquire such number of Warrant Shares as indicated in column (4) on the CompanySchedule of Purchasers with respect to such Closing; (d) a certificate of the Company signed by an executive officer of the Company certifying that the conditions set forth in Section 2.3(b) and Section 2.3(c) above have been satisfied; (eiv) a certificate of the Secretary of the Company and each Seller Subsidiary(the “Secretary’s Certificate”), dated as of the date of such Closing, (a) certifying that attached thereto are true and complete copies the resolutions adopted by the Board of (i) the Governing Documents Directors of the Company and each Seller Subsidiary, as amended through and in effect on or a duly authorized committee thereof approving the Closing Date, and (ii) resolutions of the board of directors or the equivalent governing body of the Company and each Seller Subsidiary authorizing the execution, delivery and performance of transactions contemplated by this Agreement and the other Transaction Documents Documents, as defined herein, and consummation the issuance of the transactions contemplated hereby Common Shares and therebyWarrants, (b) certifying the current versions of the Company’s Certificate of Incorporation (the “Certificate of Incorporation”), as amended, and Bylaws of the Company (the “Bylaws”) and (c) certifying as to the incumbency signatures and authority of persons signing the officer of the Company Transaction Documents and Seller Subsidiary executing this Agreement and each Transaction Document related documents on behalf of the Company and each Seller Subsidiary; (f) certificates of good standing for the Company issued by the secretary of state of the state of incorporation or formation of the Company and by secretaries of state, or equivalent Governmental Authority, of each other jurisdiction in the United States where the Company is qualified as a foreign corporation; (g) a xxxx of sale in the form of Exhibit F, executed by the Company (“Xxxx of Sale”); (h) an Assignment and Assumption Agreement in the form of Exhibit G (the “Assignment and Assumption Agreement”), executed by the Company; (iv) Local Asset Transfer Agreements the Officer’s Certificate referred to in each applicable foreign jurisdiction executed by the Company and/or one or more Seller Subsidiaries; (j) a facility sharing agreement between the Company or any applicable Subsidiary and Purchaser or its applicable Subsidiary for a portion of each facility listed on Schedule 2.4(j)(1) which facility sharing agreement shall contain, among other terms, the terms set forth on Schedule 2.4(j)(2) and shall be in the form of Exhibit H (the “Facility Use Agreements”) and evidence that the Company or any applicable Subsidiary shall have prepaid rent for the term of the applicable Facility Use Agreement; (k) Lease Assignments, executed by the Company; (l) all other separate assignments of any intangible Purchased Assets necessary, proper or advisable to record the transfer of such Purchased Assets with any applicable Governmental Authority, lessor or other Person with whom such assignments must be filed; (m) certificates of title or origin with respect to all vehicles and equipment included in the Purchased Assets for which a certificate of title or origin is required to transfer title to Purchaser; (n) copies of all Required Consents obtained pursuant to Section 2.3(h7(e); (o) releases of Encumbrances other than (i) Permitted Encumbrances on the Purchased Assets and (ii) Permitted Encumbrances on the assets and properties of the UK Subsidiary; (p) a FIRPTA certificate, certifying that the Company and each Seller Subsidiary that is transferring any U.S. real property interest within the meaning of Code § 897(c) is a Person not subject to withholding under the Foreign Investment in Real Property Tax Act of 1980, 26 U.S.C. § 897, et. seq; (q) an Intellectual Property Assignment and Assumption Agreement in the form of Exhibit I (the “IP Assignment and Assumption Agreement”), executed by the Company; and (rvi) a certified copy of the Required Cash in immediately available fundsCertificate of Incorporation, as certified by the Secretary of State of the State of Delaware, as of a date within ten (10) Business Days of the date of such Closing.

Closing Deliveries of the Company. At On or prior to the ClosingClosing Date, the Company will shall deliver (or cause to Purchaserbe delivered) to the Lender each of the following: (a) a transition services agreement in the form of Exhibit C (the “Transition Agreement”), executed by the CompanyCash Payment pursuant to Section 2.1 hereof; (b) a license agreement in one or more stock certificate(s) representing the form of Exhibit D (the “License Agreement”)Shares, duly executed by the Company, pursuant to Section 2.2(a) hereof; (c) a non-competition agreement in the form of Exhibit E (the “Non-Competition Agreement”if required to be issued pursuant to Section 2.2(b), pursuant to which the Company agrees to certain restrictive covenantsWarrant, duly executed by the Company; (d) a certificate of the Company signed Amended Note, duly executed by an executive officer of the Company certifying that the conditions set forth in Company, pursuant to Section 2.3(b) and Section 2.3(c) above have been satisfied2.3 hereof; (e) a copy of the Investor Rights Agreement, duly executed by the Company; (f) copies of the Guaranties, duly executed by the Company’s Subsidiaries; (g) a certificate of the Secretary or any Assistant Secretary of the Company Company, dated as of the Closing Date, in form and each Seller Subsidiarysubstance reasonably satisfactory to the Lender, certifying that attached thereto are true and complete copies of (i) the Governing Documents resolutions of the Board of Directors of the Company and each Seller Subsidiary, as amended through and in effect on the Closing Date, and (ii) resolutions of the board of directors or the equivalent governing body of the Company and each Seller Subsidiary authorizing the execution, delivery execution and performance of this Agreement and the other Transaction Documents and consummation of the transactions contemplated hereby and thereby, and certifying as to (ii) the incumbency and signatures of the officer representative(s) of the Company and Seller Subsidiary executing its Subsidiaries signing, as applicable, this Agreement and each Transaction Document on behalf of the Company other Transaction Documents, (iii) the Company’s Articles of Incorporation and (iv) the Company’s Bylaws, each Seller Subsidiary; (f) certificates of good standing for in effect at the Company issued by the secretary of state of the state of incorporation or formation of the Company and by secretaries of state, or equivalent Governmental Authority, of each other jurisdiction in the United States where the Company is qualified as a foreign corporation; (g) a xxxx of sale in the form of Exhibit F, executed by the Company (“Xxxx of Sale”)Closing; (h) an Assignment Officer’s Certificate (or its equivalent) of the Company, dated as of the Closing Date, certifying that (i) the representations and Assumption warranties of the Company contained in this Agreement were true and correct when made and are true and correct as of the Closing Date with the same force and effect as if made as of the Closing Date (except to the extent such representations and warranties are specifically made as of a particular date, in which case such representations and warranties were true and correct as of that date); and (ii) the form of Exhibit G (the “Assignment covenants and Assumption Agreement”), executed agreements contained in this Agreement to be complied with by the CompanyCompany on or before the Closing Date have been complied with; (i) Local Asset Transfer Agreements a non-foreign affidavit of the Company, dated as of the Closing Date, sworn under penalty of perjury and in each applicable foreign jurisdiction executed by form and substance required under Section 1.1445-2(b)(2) of the Company and/or one or more Seller SubsidiariesUnited States Treasury regulations promulgated under the Code; (j) a facility sharing agreement between the Company or any applicable Subsidiary and Purchaser or its applicable Subsidiary for a portion opinion of each facility listed on Schedule 2.4(j)(1) which facility sharing agreement shall containHolland & Xxxx, among other terms, the terms set forth on Schedule 2.4(j)(2) and shall be in the form of Exhibit H (the “Facility Use Agreements”) and evidence that the Company or any applicable Subsidiary shall have prepaid rent for the term dated as of the applicable Facility Use AgreementClosing Date, in form and substance reasonably satisfactory to the Lender; (k) Lease Assignments, executed by the Company; (l) all other separate assignments of any intangible Purchased Assets necessary, proper or advisable to record the transfer of such Purchased Assets with any applicable Governmental Authority, lessor or other Person with whom such assignments must be filed; (m) certificates of title or origin with respect to all vehicles and equipment included in the Purchased Assets for which a certificate of title or origin is required to transfer title to Purchaser; (n) copies of all Required Consents obtained pursuant to Section 2.3(h); (o) releases of Encumbrances other than (i) Permitted Encumbrances on the Purchased Assets and (ii) Permitted Encumbrances on the assets and properties of the UK Subsidiary; (p) a FIRPTA certificate, certifying that the Company and each Seller Subsidiary that is transferring any U.S. real property interest within the meaning of Code § 897(c) is a Person not subject to withholding under the Foreign Investment in Real Property Tax Act of 1980, 26 U.S.C. § 897, et. seq; (q) an Intellectual Property Assignment and Assumption Agreement in the form of Exhibit I (the “IP Assignment and Assumption Agreement”), executed by the Company; and (r) the Required Cash in immediately available funds.

Closing Deliveries of the Company. At the Closing, the Company will deliver or cause to Purchaser:be delivered to the Purchaser all of the following (unless waived by the Purchaser in writing): 3.2.1 the Consideration Certificate; 3.2.2 the Disclosure Schedule; 3.2.3 a good standing or equivalent certificate dated the Closing Date for each of the Company and the Company Subsidiaries; 3.2.4 an officer certificate dated the Closing Date as to (ai) a transition services agreement in the form Organizational Documents for each of Exhibit C the for each of the Company and the Company Subsidiaries; (ii) the “Transition Agreement”), executed by corporate proceedings approving the Contemplated Transactions; and (iii) an incumbency certificate with respect to the Company; 3.2.5 an officer certificate dated the Closing Date as to (bi) a license agreement in the form performance of Exhibit D (the “License Agreement”), executed by the Company; (c) a non-competition agreement in the form of Exhibit E (the “Non-Competition Agreement”), pursuant to which the Company agrees to certain restrictive covenants, executed by the Company; (d) a certificate covenants of the Company signed by an executive officer of to be performed prior to the Company certifying that Closing, subject to the conditions materiality qualifiers set forth in Section 2.3(b) and Section 2.3(c) above have been satisfied; (e) a certificate of the Secretary of the Company and each Seller Subsidiary, certifying that attached thereto are true and complete copies of (i) the Governing Documents of the Company and each Seller Subsidiary, as amended through and in effect on the Closing Date10.3.2, and (ii) resolutions the correctness of the board representations and warranties of directors the Company herein, subject to the materiality qualifiers set forth in Section 10.3.1; 3.2.6 all consents, waivers or approvals required to be obtained by the equivalent governing body Company or any Company Subsidiaries set out on Annex 4 with respect to the completion of the Contemplated Transactions; 3.2.7 payoff letters from each of the holders of Company Indebtedness (“Payoff Payees”) identified in Annex 10 (each such payoff letter obtained prior to the Closing, a “Payoff Letter”), which Payoff Letters will contain a confirmation of release of any Encumbrances upon the payment by the Purchaser of the amount set out in such Payoff Letter; 3.2.8 (i) the Shareholder Releases, (ii) the Non-Solicitation Agreements, and (iii) the IP Assignment Agreements, countersigned to those delivered by the Purchaser in Section 3.3.1.3; 3.2.9 a resignation and release of each director or officer of each of the Company and each Seller Subsidiary authorizing the execution, delivery and performance of this Agreement and the other Transaction Documents and consummation of the transactions contemplated hereby and thereby, and certifying as to the incumbency of the officer of the Company and Seller Subsidiary executing this Agreement and each Transaction Document on behalf of the Company and each Seller Subsidiary; (f) certificates of good standing for the Company issued by the secretary of state of the state of incorporation or formation of the Company and by secretaries of state, or equivalent Governmental Authority, of each other jurisdiction in the United States where the Company is qualified as a foreign corporation; (g) a xxxx of sale in the form of Exhibit F, executed by the Company (“Xxxx of Sale”); (h) an Assignment and Assumption Agreement in the form of Exhibit G (the “Assignment and Assumption Agreement”), executed by the Company; (i) Local Asset Transfer Agreements in each applicable foreign jurisdiction executed by the Company and/or one or more Seller Subsidiaries; (j) a facility sharing agreement between the Company or any applicable Subsidiary and Purchaser or its applicable Subsidiary for a portion of each facility listed on Schedule 2.4(j)(1) which facility sharing agreement shall contain, among other terms, the terms set forth on Schedule 2.4(j)(2) and shall be in the form of Exhibit H (the “Facility Use Agreements”) and evidence that the Company or any applicable Subsidiary shall have prepaid rent for the term of the applicable Facility Use Agreement; (k) Lease Assignments, executed by the Company; (l) all other separate assignments of any intangible Purchased Assets necessary, proper or advisable to record the transfer of such Purchased Assets with any applicable Governmental Authority, lessor or other Person with whom such assignments must be filed; (m) certificates of title or origin with respect to all vehicles and equipment included in the Purchased Assets for which a certificate of title or origin is required to transfer title to Purchaser; (n) copies of all Required Consents obtained pursuant to Section 2.3(h); (o) releases of Encumbrances other than (i) Permitted Encumbrances on the Purchased Assets and (ii) Permitted Encumbrances on the assets and properties of the UK Subsidiary; (p) a FIRPTA certificate, certifying that the Company and each Seller Subsidiary that is transferring any U.S. real property interest within the meaning of Code § 897(c) is a Person not subject to withholding under the Foreign Investment in Real Property Tax Act of 1980, 26 U.S.C. § 897, et. seq; (q) an Intellectual Property Assignment and Assumption Agreement in the form of Exhibit I (the “IP Assignment and Assumption Agreement”), executed by the Company; and (r) 3.2.10 all such other assurances, consents, agreements, documents and instruments, including, as may be contemplated by this Agreement or as reasonably required by the Required Cash Purchaser to complete the Contemplated Transactions, all of which will be in immediately available fundsform and substance satisfactory to the Purchaser, acting reasonably.

Closing Deliveries of the Company. At or prior to the ClosingClosing or as otherwise indicated below, the Company will deliver shall deliver, or caused to Purchaserbe delivered, to Parent the following: (a) a transition services agreement certificate executed on behalf of the Company by its Chief Executive Officer or its Chief Financial Officer certifying to the effect that, as of the Effective Time, each of the conditions set forth in the form of Exhibit C (the “Transition Agreement”), executed by the CompanySections 9.1 and 9.2 has been satisfied; (b) a license agreement in the form Certificate of Exhibit D (the “License Agreement”)Merger, duly executed by the Company; (c) a non-competition agreement in the form of Exhibit E (the “Non-Competition Escrow Agreement”), pursuant to which the Company agrees to certain restrictive covenants, duly executed and delivered by the CompanyStockholder Representative, such agreement to be in full force and effect as of the Effective Time; (d) a certificate of the Secretary of the Company signed dated the Closing Date, in form and substance reasonably satisfactory to Parent as to (i) the Company Organizational Documents, (ii) the attached actions taken by the Company Board and the Company Stockholders to authorize this Agreement, the Merger and the other transactions contemplated hereby, and (iii) the incumbency and signatures of the officers of the Company executing this Agreement and the other agreements, instruments and other documents executed by or on behalf of the Company pursuant to this Agreement or otherwise in connection with the transactions contemplated hereby; (e) an executive affidavit of mailing, in such form as reasonably satisfactory to Parent, that Company has delivered to each Company Securityholder (other than such Securityholders that delivered a Stockholder Written Consent immediately following the execution and delivery of this Agreement) the Information Statement and that the Company has complied in all respects with the requirements under Section 228 of the DGCL; (f) resignations, dated the Closing Date, of each director and, to the extent requested by Parent, each officer of the Company, effective at or prior to the Effective Time; (g) the Company’s minute books and stock record books and, to the extent requested by Parent, all other documents, books, records, agreements and financial data in the possession of the Company; (h) the legal opinion of Pillsbury Xxxxxxxx Xxxx Xxxxxxx LLP as to the capitalization of the Company in customary form reasonably acceptable to Parent; (i) evidence, reasonably satisfactory to Parent, that the Company Stockholders (i) have approved by the requisite vote any Potential 280G Benefits in a manner that is effective under Section 280G(b)(5) of the Code and Regulations §1.280G-1 thereunder or (ii) have voted upon such Potential 280G Benefits and the requisite stockholder vote was not obtained with respect to the Potential 280G Benefits and that the “disqualified individuals” (as such term is defined in the Treasury Regulations promulgated under Section 280G of the Code) shall forfeit any and all Potential 280G Benefits; (j) evidence, reasonably satisfactory to Parent, as to the termination of the Company Plans referred to in Section 7.8 of the Disclosure Schedule (to the extent directed by Parent), without any Liabilities thereunder on the part of the Company or any of the Company Subsidiaries; (k) evidence, reasonably satisfactory to Parent, as to the termination of the Related Party Agreements required to be terminated pursuant to Section 7.9 (and the releases with respect thereto contemplated by Section 7.9); (l) a certificate dated the Closing Date from the Company satisfying the requirements set forth in Treasury Regulation Sections 1.1445-2(c)(3) and 1.897-2(h), in form and substance reasonably satisfactory to Parent, certifying that the Company is not nor has been a “United States real property holding corporation” (as defined in Section 897(c)(2) of the Code) at any time during the five (5) years preceding the date of the certificate; (m) if required by the Escrow Agent or Paying Agent, the information described in Treasury Regulations Section 1.6045A-1 with respect to the Company Securities being acquired pursuant to this Agreement, including (i) whether or not a particular security is a “covered security” under the applicable Treasury Regulations, and (ii) if a security is a “covered security”, each Company Securityholder’s date of acquisition of, and cost basis in, the applicable security, and any other information that is required, or reasonably requested, by Parent or its designee to comply with Parent or its designee’s Tax reporting obligations under the Code and Treasury Regulations, including IRS Form 1099-B reporting requirements; (n) evidence reasonably satisfactory to Parent, of the satisfaction of the conditions set forth in Section 2.3(b) and Section 2.3(c) above have been satisfied9.4 of this Agreement; (eo) a certificate evidence, reasonably satisfactory to Parent, that the Company has obtained joinder agreements of the Secretary of the Company and each Seller Subsidiary, certifying that attached thereto are true and complete copies of (i) the Governing Documents of the Company and each Seller Subsidiary, as amended through and in effect on the Closing Date, and (ii) resolutions of the board of directors or the equivalent governing body of the Company and each Seller Subsidiary authorizing the execution, delivery and performance of this Agreement and the other Transaction Documents and consummation of the transactions contemplated hereby and thereby, and certifying as to the incumbency of the officer of the Company and Seller Subsidiary executing this Agreement and each Transaction Document on behalf of the Company and each Seller Subsidiary; (f) certificates of good standing for the Company issued by the secretary of state of the state of incorporation or formation of the Company and by secretaries of state, or equivalent Governmental Authority, of each other jurisdiction in the United States where the Company is qualified as a foreign corporation; (g) a xxxx of sale Indemnifying Holders in the form attached as Exhibit G (the “Indemnifying Holder Joinder Agreements” from the Persons listed in Section 11.1(o)(i) of the Disclosure Schedule and a General Release (Directors and Officers) in the form attached hereto as Exhibit F, executed by H from the Company Persons listed in Section 11.1(o)(ii) of the Disclosure Schedule (the “Xxxx of SaleD&O Releases”); (hp) an Assignment the Securityholder Schedule, dated and Assumption Agreement in delivered to Parent two (2) Business Days prior to the form of Exhibit G (the “Assignment and Assumption Agreement”)Closing Date, which shall be delivered with a certificate executed by the Company; (i) Local Asset Transfer Agreements in each applicable foreign jurisdiction executed by ’s Chief Executive Officer or its Chief Financial Officer certifying as to the calculations therein. With respect to the calculation of Estimated Company Transaction Expenses, the Company and/or one or more Seller Subsidiaries; (j) a facility sharing agreement between the Company or any applicable Subsidiary and Purchaser or its applicable Subsidiary for a portion of each facility listed on Schedule 2.4(j)(1) which facility sharing agreement shall contain, among other terms, the terms set forth on Schedule 2.4(j)(2) and shall be in the form of Exhibit H (the “Facility Use Agreements”) and evidence that the Company or any applicable Subsidiary shall have prepaid rent for the term of the applicable Facility Use Agreement; (k) Lease Assignments, executed by the Company; (l) all other separate assignments deliver to Parent copies of any intangible Purchased Assets necessary, proper or advisable to record the transfer invoices and other accounting of such Purchased Assets with any applicable Governmental Authority, lessor or other Person with whom such assignments must be filed; (m) certificates of title or origin with respect to all vehicles and equipment included in the Purchased Assets for which a certificate of title or origin is required to transfer title to Purchaser; (n) copies of all Required Consents obtained pursuant to Section 2.3(h); (o) releases of Encumbrances other than (i) Permitted Encumbrances on the Purchased Assets and (ii) Permitted Encumbrances on the assets and properties of the UK Subsidiary; (p) a FIRPTA certificate, certifying that the Company and each Seller Subsidiary that is transferring any U.S. real property interest within the meaning of Code § 897(c) is a Person not subject to withholding under the Foreign Investment in Real Property Tax Act of 1980, 26 U.S.C. § 897, et. seq; (q) an Intellectual Property Assignment and Assumption Agreement in the form of Exhibit I (the “IP Assignment and Assumption Agreement”), executed by the Company; and (r) the Required Cash in immediately available fundsexpenses.

Closing Deliveries of the Company. At the Closing, the Company will deliver to PurchaserCompany, the Shareholders’ Representative and each of the Key Shareholders, as appropriate, shall have performed and delivered the following: (a) a transition services agreement the Company shall have delivered full releases of record, to the reasonable satisfaction of Parent, of all Encumbrances securing any Indebtedness and all Non-Ordinary Course Liabilities of the Company which have been paid in full prior to or at the form of Exhibit C (the “Transition Agreement”)Closing, executed by the Companyand shall deliver termination statements relating to all financing statements covering such Liabilities, if any; (b) a license agreement at least 85% of the Company Employees that are part of the Company’s or any of its Subsidiaries’ engineering staff as of the date hereof (the “Engineering Employees”) shall have executed and delivered to Parent both (i) an Offer Letter with Parent in the form of attached hereto as Exhibit D J (but only if such Engineering Employee is not a Key Employee or Founder) and (ii) a Non-Disclosure Agreement with Parent in the form attached hereto as Exhibit K (the “License AgreementNDA”), executed by the Company; (c) a non-competition agreement in the form each holder of Exhibit E (the “Non-Competition Agreement”), pursuant to which Company Warrants and the Company agrees shall have duly executed and delivered to certain restrictive covenants, executed by the CompanyParent a Warrant Termination Agreement; (d) a certificate each of the Key Shareholders and all of the officers, directors, employees and Affiliates of the Company signed shall have delivered to Parent evidence of repayment in full in accordance with their terms all debts and other obligations, if any, owed by an executive officer any of them to the Company, together with the original of each Company certifying that the conditions set forth in Section 2.3(b) and Section 2.3(c) above have been satisfiedWarrant held by such holder; (e) the Company shall have executed and delivered to Parent a certificate of its secretary, setting forth certified copies of the Secretary organizational documents of the Company and each Seller Subsidiary, certifying that attached thereto are true and complete copies of (i) the Governing Documents of the Company and each Seller Subsidiary, as amended through and in effect on the Closing Date, and (ii) resolutions of the its board of directors and Shareholders (or the equivalent governing body of the Company and each Seller Subsidiary other evidence reasonably satisfactory to Parent) authorizing the execution, delivery and performance of this Agreement and the other Transaction Documents documents contemplated hereby and the consummation of the transactions contemplated hereby and thereby, and certifying as to the incumbency of the officer of the Company that such organizational documents and Seller Subsidiary executing this Agreement resolutions have not been amended or rescinded and each Transaction Document on behalf of the Company are in full force and each Seller Subsidiaryeffect; (f) certificates of good standing for the Company issued by shall have executed and delivered to Parent an officer’s certificate certifying to the secretary of state of the state of incorporation or formation of the Company matters set forth in Sections 7.1 and by secretaries of state, or equivalent Governmental Authority, of each other jurisdiction in the United States where the Company is qualified as a foreign corporation7.2; (g) a xxxx of sale in the form of Exhibit F, executed by the Company (“Xxxx shall have delivered to Parent a good standing certificate from the jurisdiction of Sale”)its incorporation and from each state in which it is qualified to do business, each dated as of a date reasonably close to the Closing Date; (h) an Assignment and Assumption Agreement the holder of each Bridge Note shall have delivered to the Company such original Bridge Note together with either (i) a duly executed Conversion Notice or (ii) a duly executed a payoff letter in the form of attached hereto as Exhibit G L (the a “Assignment and Assumption AgreementPayoff Letter”), executed by the Company) with respect to such Bridge Note; (i) Local Asset Transfer Agreements in each applicable foreign jurisdiction executed by other creditor of the Company and/or one shall have delivered to the Company full written releases, to the reasonable satisfaction of Parent, of all Liabilities and Encumbrances arising from, relating to or more Seller Subsidiariessecuring any Indebtedness, including without limitation duly executed UCC lien release filings; (j) a facility sharing agreement between the Company or any applicable Subsidiary shall have caused to be delivered to Parent the opinions of GCA Law Partners LLP and Purchaser or its applicable Subsidiary for a portion Cxxxxx Godward LLP, counsel to the Company in the forms attached hereto as Exhibit M-1 and Exhibit M-2, respectively, and the opinion of each facility listed on Schedule 2.4(j)(1) which facility sharing agreement shall containGxxxxx Xxxxx & M. Savavanan, among other termsAdvocates, counsel to the terms set forth on Schedule 2.4(j)(2) and shall be Indian Subsidiary, in the form of attached hereto as Exhibit H (the “Facility Use Agreements”) and evidence that the Company or any applicable Subsidiary shall have prepaid rent for the term of the applicable Facility Use AgreementM-3; (k) Lease Assignmentsthe Company shall have executed and delivered a properly executed FIRPTA Notification Letter, executed by which states that the Company Stock does not constitute “United States real property interests” under Section 897(c) of the Code, for purposes of satisfying Parent’s obligations under Treasury Regulation Section 1.1445-2(c)(3) and a form of notice to the IRS in accordance with the requirements of Treasury Regulation Section 1.897-2(h)(2), along with written authorization for Parent to deliver such notice form to the IRS on behalf of the Company; (l) all other separate assignments of any intangible Purchased Assets necessarythe Company, proper or advisable to record the transfer of such Purchased Assets with any applicable Governmental Authority, lessor or other Person with whom such assignments must be filedShareholders’ Representative and the Escrow Agent shall have executed and delivered the Escrow Agreement; (m) certificates Parent shall have received a certified copy of title or origin with respect to all vehicles and equipment included in the Purchased Assets for which a certificate of title or origin is required to transfer title to Purchaserincorporation of the Indian Subsidiary; (n) copies Parent shall have received documentation in form satisfactory to Parent evidencing the appointment of all Required Consents obtained pursuant at least two nominees of Parent as additional directors of the Indian Subsidiary and authorizing the secretary of the Indian Subsidiary or any other official of the Indian Subsidiary to Section 2.3(h)file a return on Form 32 with the concerned Registrar of Companies; (o) releases it shall have been demonstrated to Parent’s satisfaction that as of Encumbrances other than the Effective Time, each share of capital stock of the Indian Subsidiary will be either (i) Permitted Encumbrances on legally held by the Purchased Assets and Company in accordance with all applicable Laws or (ii) Permitted Encumbrances on legally held by one or more nominees as directed by Parent and beneficially held by the assets and properties of the UK Subsidiary;Company in accordance with all applicable Laws. (p) a FIRPTA certificate, certifying that the Company shall have duly filed the Charter Amendment with the Secretary of State of the State of California and each Seller Subsidiary that is transferring any U.S. real property interest within the meaning of Code § 897(c) is a Person such Charter Amendment shall have been accepted for filing and shall not subject to withholding under the Foreign Investment in Real Property Tax Act of 1980, 26 U.S.C. § 897, et. seqhave been revoked; (q) an Intellectual Property Assignment the Company shall have secured the waivers, conducted the shareholder vote, and Assumption Agreement in delivered to Parent the form results of Exhibit I such shareholder vote, all as contemplated by Section 6.13(c); (r) each of the “IP Assignment holders of Restricted Shares, if any, shall have duly executed and Assumption delivered to Parent and the Company a Restricted Stock Amendment Agreement”), executed by the Company; and (rs) the Required Cash Key Employees numbered 6, 7, 8, 9, 10 and 11 on Exhibit R hereto shall have executed and delivered to Parent both (i) a Key Employee Agreement and (ii) the NDA, and each such agreement shall be in immediately available fundsfull force and effect and such Key Employees shall remain employed with the Company and none of such Key Employees shall have indicated any intention to terminate his or her employment with the Company.

Closing Deliveries of the Company. At or prior to the Closing, the Company will deliver shall deliver, or caused to Purchaserbe delivered, to Parent the following: (a) a transition services agreement certificate executed on behalf of the Company by its Chief Executive Officer or its Chief Financial Officer to the effect that, as of the Closing, each of the conditions set forth in the form of Exhibit C (the “Transition Agreement”), executed by the CompanySections 8.1 and 8.7 has been satisfied; (b) a license agreement in the form Certificate of Exhibit D (the “License Agreement”)Merger, duly executed by the Company; (c) a non-competition agreement in the form of Exhibit E (the “Non-Competition Escrow Agreement”), pursuant to which the Company agrees to certain restrictive covenants, duly executed and delivered by the CompanyRepresentative, such agreement to be in full force and effect as of the Effective Time; (d) a certificate of the Company signed by an executive officer Secretary of the Company certifying dated the Closing Date, in form and substance reasonably satisfactory to Parent as to (i) the Company Organizational Documents and the Company being in good standing (including attaching the Company Organizational Documents and certificates of good standing dated not more than five Business Days prior to the Closing issued by the Secretary of State of the State of Delaware and by each state in which the Company is qualified to do business as a foreign corporation), (ii) the organizational documents of each of the Company’s Subsidiaries and each of the Company’s Subsidiaries being in good standing (including attaching the applicable organizational documents and certificates of good standing dated not more than five Business Days prior to the Closing), (iii) the incumbency and signatures of the officers of the Company executing this Agreement and the other agreements, instruments and other documents executed by or on behalf of the Company pursuant to this Agreement or otherwise in connection with the transactions contemplated hereby and (iv) the Company having taken all necessary and appropriate steps with respect to treatment of capital stock and other equity securities of the Company, including Options and Warrants, such that the conditions they will be treated as set forth in Section 2.3(b) and Section 2.3(c) above have been satisfied2 of this Agreement; (e) a certificate of the Secretary of evidence, reasonably satisfactory to Parent, that the Company and each Seller Subsidiary, certifying that attached thereto are true and complete copies of (i) has obtained the Governing Documents of the Company and each Seller Subsidiary, as amended through and in effect on the Closing Date, Required Stockholder Approval and (ii) resolutions has complied in all respects with the requirements under Section 262 of the board DGCL; (f) evidence satisfactory to Parent of directors or the equivalent governing body resignations of the Company each director and each Seller Subsidiary authorizing the execution, delivery and performance of this Agreement and the other Transaction Documents and consummation of the transactions contemplated hereby and thereby, and certifying as to the incumbency of the officer of the Company and Seller Subsidiary executing this Agreement certain directors and each Transaction Document on behalf officers of its Subsidiaries as requested by Xxxxxx, effective in writing at the Company and each Seller Subsidiary; (f) certificates of good standing for the Company issued by the secretary of state of the state of incorporation or formation of the Company and by secretaries of state, or equivalent Governmental Authority, of each other jurisdiction Effective Time in the United States where form mutually agreed upon by Parent and the Company is qualified as a foreign corporationCompany; (g) a xxxx the Offer Package Agreements, Separation Agreements and Non- Competition Agreements identified in Section 8.4 shall be in full force and effect as of sale the Effective Time and the percentage of employees who have signed such Offer Package Agreements is not less than the threshold set forth in the form of Exhibit F, executed by the Company (“Xxxx of Sale”)Section 8.4 and such employees shall be willing and able to perform in accordance with such Offer Package Agreements; (h) an Assignment and Assumption Agreement the legal opinion of Xxxxxx & Xxxxxxx LLP in the form of Exhibit G (the “Assignment previously agreed upon by Parent and Assumption Agreement”), executed by the Company; (i) Local Asset Transfer Agreements in each applicable foreign jurisdiction executed by evidence, reasonably satisfactory to Parent, as to the Company and/or one or more Seller Subsidiariestermination of the Contracts set forth on Schedule 6.8; (j) a facility sharing agreement between the Company or any applicable Subsidiary and Purchaser or its applicable Subsidiary for a portion of each facility listed on Schedule 2.4(j)(1) which facility sharing agreement shall contain, among other terms, the terms set forth on Schedule 2.4(j)(2) and shall be in the form of Exhibit H (the “Facility Use Agreements”) and evidence information that the Company or any applicable Subsidiary shall have prepaid rent for the term of the applicable Facility Use Agreementis required to provide pursuant to Section 6.11(c); (k) Lease Assignmentsevidence, executed reasonably satisfactory to Parent, that the Company Stockholders (i) have approved by the requisite vote any Potential 280G Benefits or (ii) have voted upon such Potential 280G Benefits and the requisite vote was not obtained with respect to the Potential 280G Benefits and that any “disqualified individual” (as such term is defined in the Treasury Regulations promulgated under Section 280G of the Code) who previously agreed to waive such Potential 280G Benefits shall forfeit any Potential 280G Benefits; (l) evidence, reasonably satisfactory to Parent, as to the termination of the Company Employee Plans referred to in Section 6.6, without any obligations or liabilities thereunder on the part of the Company; (l) all other separate assignments of any intangible Purchased Assets necessary, proper or advisable to record the transfer of such Purchased Assets with any applicable Governmental Authority, lessor or other Person with whom such assignments must be filed; (m) certificates of title or origin with respect to all vehicles and equipment included in the Purchased Assets for which a certificate dated the Closing Date from the Company satisfying the requirements set forth in Treasury Regulation Sections 1.1445-2(c)(3) and 1.897-2(h), in form and substance reasonably satisfactory to Parent, certifying that the Company is not and has not been a “United States real property holding corporation” (as defined in Section 897(c)(2) of title the Code) at any time during the five years preceding the date of the certificate (or origin is required to transfer title to Purchasersuch shorter period as may be specified by Section 897(c)(1)(A)(ii) of the Code); (n) copies evidence, reasonably satisfactory to Parent, as to the consent of all Required Consents obtained pursuant to Section 2.3(h)the third parties identified on Schedule 8.2, if any; (o) releases of Encumbrances other than (i) Permitted Encumbrances on at least one Business Day prior to the Purchased Assets and (ii) Permitted Encumbrances on Closing Date, a preliminary Allocation Schedule which shall be updated immediately prior to the assets and properties of the UK SubsidiaryEffective Time; (p) a FIRPTA certificate, certifying evidence reasonably satisfactory to Parent that each of the Stockholder Agreements and all other investor rights granted by the Company to the Company Stockholders and each Seller Subsidiary that is transferring any U.S. real property interest within in effect prior to the meaning Closing, including rights of Code § 897(c) is a Person not subject co-sale, voting, registration, first refusal, board observation or information or operational covenants, shall have terminated as of or prior to withholding under the Foreign Investment in Real Property Tax Act of 1980, 26 U.S.C. § 897, et. seq;Effective Time; and (q) an Intellectual Property Assignment update of the Securityholder Schedule, giving effect to any changes required as a result of the passage of time between the date of this Agreement and Assumption Agreement in the form of Exhibit I (Effective Time, dated and delivered to Parent at least two Business Days prior to the “IP Assignment and Assumption Agreement”), executed by the Company; and (r) the Required Cash in immediately available fundsanticipated Closing Date.

Closing Deliveries of the Company. At the Closing, the Company will deliver to PurchaserCompany, the Shareholders’ Representative and Canopy Group, as appropriate, shall have performed and delivered the following: (a) a transition services agreement the Company shall have repaid or satisfied in full all of the form Indebtedness and all other Liabilities of Exhibit C (the “Transition Agreement”)Company set forth or required to be set forth on the Estimated Closing Balance Sheet; and the Company shall have delivered full releases of record, executed by to the Companyreasonable satisfaction of Parent, of all Encumbrances securing any such Liabilities of the Company that have been paid in full prior to or at the Closing, and shall deliver termination statements relating to all financing statements covering such Liabilities, if any; (b) a license agreement each of the Company Employees shall have executed and delivered to the Company (i) an acknowledgement of his or her intent to continue employment with the Surviving Corporation after the Closing and (ii) standard form confidentiality, assignment of inventions, noncompetition and nonsolicitation agreements, in each case in form and substance satisfactory to Parent and substantially in the form of attached hereto as Exhibit D (the “License Agreement”), executed by the CompanyF; (c) a non-competition agreement in Canopy Group (or its Affiliates) and all of the form officers, directors, employees and Affiliates of Exhibit E (the “Non-Competition Agreement”), pursuant to which the Company agrees shall have delivered to certain restrictive covenantsParent evidence of repayment in full in accordance with their terms all debts and other obligations, executed including, without limitation, the Bridge Notes, owed by any of them to the Company; (d) a certificate of the Company signed by an executive each director and officer of the Company certifying that shall have delivered to the conditions set forth in Section 2.3(bCompany (and shall not have revoked or modified) his or her respective resignation as a director and Section 2.3(c) above have been satisfiedofficer of the Company, which shall be effective as of the Closing; (e) a certificate the Company shall have delivered to Parent the original stock records of the Secretary Company, books of account, minute books, minutes and other records of all meetings of the Company, the corporate seal of the Company and each Seller Subsidiarysuch other documents, certifying that attached thereto are true records, keys and complete copies other items as shall be necessary for the operation of the business of the Company; (if) the Governing Documents Company shall have executed and delivered to Parent a certificate of its secretary, setting forth the organizational documents of the Company and each Seller Subsidiary, as amended through and in effect on the Closing Date, and (ii) resolutions of the its board of directors and Shareholders (or the equivalent governing body of the Company and each Seller Subsidiary other evidence reasonably satisfactory to Parent) authorizing the execution, delivery and performance of this Agreement and the other Transaction Documents documents contemplated hereby and the consummation of the transactions contemplated hereby and thereby, and certifying as to the incumbency of the officer of the Company that such organizational documents and Seller Subsidiary executing this Agreement resolutions have not been amended or rescinded and each Transaction Document on behalf of the Company are in full force and each Seller Subsidiary; (f) certificates of good standing for the Company issued by the secretary of state of the state of incorporation or formation of the Company and by secretaries of state, or equivalent Governmental Authority, of each other jurisdiction in the United States where the Company is qualified as a foreign corporationeffect; (g) a xxxx of sale in the form of Exhibit F, executed by Canopy Group and the Company (“Xxxx of Sale”)shall have executed and delivered a certificate certifying the matter set forth in Sections 7.1 and 7.2; (h) an Assignment the Company shall have delivered to Parent good standing certificates from the jurisdiction of its and Assumption Agreement each Subsidiary’s incorporation and from each state in which it or any Subsidiary is qualified to do business, and its and each Subsidiary’s certified charter documents, each dated as of a date reasonably close to the form of Exhibit G (the “Assignment and Assumption Agreement”), executed by the CompanyClosing Date; (i) Local Asset Transfer Agreements in each applicable foreign jurisdiction executed by the Company and/or one shall have delivered to Parent all consents, licenses, permits and approvals as set forth on Schedule 3.3 and Canopy Group shall have delivered such consents as set forth on Schedule 4.2, each as required in connection with the execution, delivery, performance, validity and enforceability of this Agreement and the continued conduct of the business of the Company as conducted or more Seller Subsidiariesproposed to be conducted as of the Closing; (j) a facility sharing agreement between Canopy Group and the Company or any applicable Subsidiary and Purchaser or its applicable Subsidiary for a portion shall have caused to be delivered to Parent the opinions of each facility listed on Schedule 2.4(j)(1) which facility sharing agreement shall containXxxxxxx Xxxxx Xxxxxxx & Xxxxxxxxx LLP, among other terms, counsel to the terms set forth on Schedule 2.4(j)(2) and shall be Company in the form of attached hereto as Exhibit H (the “Facility Use Agreements”) and evidence that the Company or any applicable Subsidiary shall have prepaid rent for the term of the applicable Facility Use AgreementG; (k) Lease Assignmentsthe Shareholder Representative or the Company shall have delivered to Parent all Certificates representing all issued and outstanding shares of Preferred Stock, each of which shall be free and clear of any Encumbrances, accompanied by stock powers duly endorsed in blank or accompanied by duly executed by the Companyinstruments of transfer; (l) all other separate assignments the Company shall have delivered to Parent the Statement of any intangible Purchased Assets necessary, proper or advisable to record Shareholder Closing Payment and the transfer flow of such Purchased Assets with any applicable Governmental Authority, lessor or other Person with whom such assignments must be filedfunds memorandum referenced in Section 1.12(c); (m) certificates each of title the Preferred Shareholders and the Company Employees receiving a portion of the Shareholder Closing Payment, the Management Acquisition Bonus or origin with respect the Employee Acquisition Bonus shall have executed and delivered a release of Claims and, if requested by Parent, to all vehicles include a non-solicitation provision, in form and equipment included in the Purchased Assets for which a certificate of title or origin is required substance satisfactory to transfer title to PurchaserParent; (n) copies of all Required Consents obtained pursuant to Section 2.3(h); (o) releases of Encumbrances other than (i) Permitted Encumbrances on the Purchased Assets and (ii) Permitted Encumbrances on the assets and properties of the UK Subsidiary; (p) each Preferred Shareholder shall have delivered a FIRPTA certificate, certifying that the Company and each Seller Subsidiary that is transferring any U.S. real property interest within the meaning of Code § 897(c) is a Person not subject to withholding under the Foreign Investment in and Real Property Tax Act of 19801980 (“FIRPTA”) Certification, 26 U.S.C. § 897which (i) states that such Preferred Shareholder is not a foreign person, et. seq; (qii) an Intellectual Property Assignment sets forth such Preferred Shareholder’s name, identifying number and Assumption Agreement in address and (iii) is signed by such Preferred Shareholder under penalties of perjury, meeting the form requirement of Exhibit I (the “IP Assignment and Assumption Agreement”Treasury Regulations Section 1.1445-2(b)(2), executed by the Company; and (ro) the Required Cash Company and its Subsidiaries shall have prepared and submitted a request for review of the encryption in immediately available fundsthe MediaLock product, including a request for authorization to use license exception ENC, to the U.S. Department of Commerce’s Bureau of Industry and Security pursuant to 15 C.F.R. § 740.17(d) and shall have provided copies of such request, related correspondence and the formal determination of the Bureau of Industry and Security to Parent.

Closing Deliveries of the Company. At or prior to the Closing, the Company will deliver shall deliver, or caused to Purchaserbe delivered, to Parent the following: (a) a transition services agreement certificate executed on behalf of the Company by its Chief Executive Officer or its Chief Financial Officer to the effect that, as of the Closing, each of the conditions set forth in the form of Exhibit C (the “Transition Agreement”), executed by the CompanySection 8.1 has been satisfied; (b) a license agreement in the form Certificate of Exhibit D (the “License Agreement”)Merger, duly executed by the Company; (c) a non-competition agreement in the form of Exhibit E (the “Non-Competition Escrow Agreement”), pursuant to which the Company agrees to certain restrictive covenants, duly executed and delivered by the CompanyRepresentative; (d) a certificate of the Company signed by an executive officer Secretary of the Company certifying dated the Closing Date, in form and substance reasonably satisfactory to Parent as to (i) the Company Organizational Documents and the Company being in good standing (including attaching the Company Organizational Documents and certificates of good standing dated not more than five Business Days prior to the Closing issued by the Secretary of State of the State of Delaware and by each state in which the Company is qualified to do business as a foreign corporation), (ii) the attached actions taken by the Company’s board of directors and Company Stockholders to authorize this Agreement, the Merger and the other transactions contemplated hereby, (iii) the incumbency and signatures of the officers of the Company executing this Agreement and the other agreements, instruments and other documents executed by or on behalf of the Company pursuant to this Agreement or otherwise in connection with the transactions contemplated hereby and (iv) the Company having taken all necessary and appropriate steps such that the conditions all Company Securities, including Options and Warrants, will be treated as set forth in Section 2.3(b) and Section 2.3(c) above have been satisfied2; (e) a certificate evidence, reasonably satisfactory to Parent, of the Secretary cancellation and termination of all outstanding Options in accordance with Section 2.4 and of the Company and each Seller Subsidiary, certifying that attached thereto are true and complete copies of (i) the Governing Documents termination of the Company and each Seller Subsidiary, as amended through and in effect on the Closing Date, and (ii) resolutions of the board of directors or the equivalent governing body of the Company and each Seller Subsidiary authorizing the execution, delivery and performance of this Agreement Option Plan and the other Transaction Documents and consummation of the transactions contemplated hereby and thereby, and certifying as to the incumbency of the officer of the Company and Seller Subsidiary executing this Agreement and each Transaction Document on behalf of the Company and each Seller SubsidiaryEmployee Retention Bonus Plan; (f) certificates of good standing for evidence, reasonably satisfactory to Parent, that the Company issued by has complied in all respects with the secretary of state requirements under Sections 228 and 262 of the state of incorporation or formation of the Company and by secretaries of state, or equivalent Governmental Authority, of each other jurisdiction in the United States where the Company is qualified as a foreign corporationDGCL; (g) a xxxx evidence satisfactory to Parent of sale resignations, effective as of the Closing Date, of each director and, to the extent requested by Parent, each officer of the Company, effective at the Effective Time in the form of Exhibit F, executed mutually agreed upon by Parent and the Company (“Xxxx of Sale”)Company; (h) an Assignment the Offer Package Agreements entered into by 100% Identified Employees and Assumption Agreement in at least 80% of the form U.S. based employees to whom Parent extended offers of Exhibit G (the “Assignment and Assumption Agreement”), executed by the Companyemployment with Surviving Corporation or Parent; (i) Local Asset Transfer Agreements in each applicable foreign jurisdiction executed evidence, reasonably satisfactory to Parent, that the Company Stockholders (i) have approved by the Company and/or one requisite vote any Potential 280G Benefits or more Seller Subsidiaries(ii) have voted upon such Potential 280G Benefits and the requisite vote was not obtained with respect to the Potential 280G Benefits and that any “disqualified individual” (as such term is defined in the Treasury Regulations promulgated under Section 280G of the Code) has agreed to waive and shall forfeit any Potential 280G Benefits; (j) a facility sharing agreement between evidence, reasonably satisfactory to Parent, as to the Company or any applicable Subsidiary termination of the Related Party Agreements and Purchaser or its applicable Subsidiary for a portion of each facility listed on Schedule 2.4(j)(1) which facility sharing agreement shall contain, among other terms, the terms agreements set forth on Schedule 2.4(j)(2) 6.9 (and shall be in the form of Exhibit H (the “Facility Use Agreements”) and evidence that the Company or any applicable Subsidiary shall have prepaid rent for the term of the applicable Facility Use Agreementreleases with respect thereto contemplated by Section 6.9); (k) Lease Assignmentsevidence, executed reasonably satisfactory to Parent, as to the termination of the Company Employee Plans contemplated by Section 6.7, without any obligations or liabilities thereunder on the part of the Company; (l) all other separate assignments a certificate dated the Closing Date from the Company satisfying the requirements set forth in Treasury Regulation Sections 1.1445-2(c)(3) and 1.897-2(h), in form and substance reasonably satisfactory to Parent, certifying that the Company is not nor has been a “U.S. real property holding corporation” (as defined in Section 897(c)(2) of the Code) at any intangible Purchased Assets necessary, proper time during the five years preceding the date of the certificate (or advisable to record such shorter period as may be specified by Section 897(c)(1)(A)(ii) of the transfer of such Purchased Assets with any applicable Governmental Authority, lessor or other Person with whom such assignments must be filedCode); (m) certificates of title or origin with respect to all vehicles and equipment included in the Purchased Assets for which a certificate of title or origin is required to transfer title update the (i) Estimated Transaction Expenses, (ii) Change in Control Payments and (iii) Company Debt as required pursuant to PurchaserSection 6.11; (n) copies of all Required Consents obtained pursuant evidence, reasonably satisfactory to Section 2.3(h)Parent, that the third-party consent identified on Schedule 8.2 has been obtained; (o) releases of Encumbrances other than (i) Permitted Encumbrances on the Purchased Assets and (ii) Permitted Encumbrances on the assets and properties of the UK Subsidiaryan updated Securityholder Schedule as contemplated by Section 3.4(a); (p) a FIRPTA certificateNon-Competition Agreement and a Separation Agreement, certifying that each duly executed and delivered by each of the Company Identified Employees, which shall be in full force and each Seller Subsidiary that is transferring any U.S. real property interest within effect as of the meaning of Code § 897(c) is a Person not subject to withholding under the Foreign Investment in Real Property Tax Act of 1980, 26 U.S.C. § 897, et. seqEffective Time; (q) an Intellectual Property Assignment and Assumption Agreement in the form of Exhibit I (the “IP Assignment and Assumption Agreement”), executed by audited financial statements for the Company’s 2010 and 2009 fiscal years, including an unqualified report other than a “going concern” qualification of a registered independent public accounting firm with respect to all such financial statements; and (r) the Required Cash a pay-off letter from ZTE in immediately available fundsa form reasonably satisfactory to Parent, if requested by Parent.

Closing Deliveries of the Company. At the Closing, the Company will shall deliver to Purchaserthe Investor: (a) a transition services agreement one or more note certificates representing the principal of the Notes being purchased by the Investor, substantially in the form of as attached in Exhibit C (the “Transition Agreement”)A, executed by the Companywith such changes as may be mutually agreed; (b) a license agreement in copy of the form constitutional documents and statutory registers of Exhibit D (the “License Agreement”)Company certified by a duly authorized director of the Board of the Company to be true, executed by the Companycomplete and correct copies thereof; (c) a non-competition agreement copy of a recent certificate of incumbency in respect of the Company issued by its registered office and a recent certificate of good standing in respect of the Company issued by the Registrar of Companies in the form of Exhibit E (the “Non-Competition Agreement”), pursuant to which the Company agrees to certain restrictive covenants, executed by the CompanyCayman Islands; (d) a certificate copy of all resolutions and documentation evidencing the Board’s authorization of this Agreement, the other Transaction Documents to which the Company signed by an executive officer of is a party and the Company certifying that the conditions set forth in Section 2.3(b) transactions contemplated hereby and Section 2.3(c) above have been satisfied; (e) a certificate of the Secretary of the Company and each Seller Subsidiary, certifying that attached thereto are true and complete copies of (i) the Governing Documents of the Company and each Seller Subsidiary, as amended through and in effect on the Closing Datethereby, and (ii) resolutions of the board of directors or the equivalent governing body of the Company and each Seller Subsidiary authorizing the execution, delivery and performance of this Agreement and the other Transaction Documents to which the Company is a party, certified by a duly authorized director of the Board to be true, complete and consummation correct copies thereof; (e) a copy of all resolutions and documentation evidencing the authorization of the board of directors of PGXXIIA of the Transaction Documents to which it is a party and the transactions contemplated hereby and thereby, and certifying as to the incumbency execution, delivery and performance of the officer Transaction Documents to which it is a party, certified by a duly authorized director of the Company such party to be true, complete and Seller Subsidiary executing this Agreement and each Transaction Document on behalf of the Company and each Seller Subsidiarycorrect copies thereof; (f) certificates of good standing for an incumbency certificate, in a form reasonably acceptable to the Company issued by Investor, with respect to the secretary of state officers executing documents or instruments on behalf of the state of incorporation or formation Company, certified by a duly authorized director of the Company to be true, complete and by secretaries of state, or equivalent Governmental Authority, of each other jurisdiction in the United States where the Company is qualified as a foreign corporationcorrect copies thereof; (g) a xxxx of sale in the form of Exhibit Fcertificate, executed by a duly authorized director of the Company (“Xxxx Board of Sale”)the Company, dated as of the Closing Date, certifying as to the conditions set forth in Section 6; (h) an Assignment and Assumption Agreement in a receipt for payment of the form of Exhibit G (the “Assignment and Assumption Agreement”), executed by the CompanyPurchase Price; (i) Local Asset Transfer Agreements in each applicable foreign jurisdiction executed by an opinion of Xxxxxx & Xxxxxx (Cayman) LLP, counsel for the Company and/or one or more Seller Subsidiariesas to Cayman Islands Law, dated as of the Closing Date, substantially in the form attached hereto as Exhibit C; (j) a facility sharing agreement between the Company or any applicable Subsidiary and Purchaser or its applicable Subsidiary for a portion of each facility listed on Schedule 2.4(j)(1) which facility sharing agreement shall contain, among other terms, the terms set forth on Schedule 2.4(j)(2) and shall be in the form of Exhibit H (the “Facility Use Agreements”) and evidence that the Company or any applicable Subsidiary shall have prepaid rent for the term copy of the applicable Facility Use Agreement;signed consent letter from Silver Crest consenting to the transactions contemplated by the Transaction Documents; and (k) Lease Assignments, executed by the Company; (l) all other separate assignments of any intangible Purchased Assets necessary, proper or advisable to record the transfer of such Purchased Assets with any applicable Governmental Authority, lessor or other Person with whom such assignments must be filed; (m) certificates of title or origin with respect to all vehicles and equipment included in the Purchased Assets for which a certificate of title or origin is required to transfer title to Purchaser; (n) copies of all Required Consents obtained pursuant to Section 2.3(h); (o) releases of Encumbrances other than (i) Permitted Encumbrances on the Purchased Assets and (ii) Permitted Encumbrances on the assets and properties copy of the UK Subsidiary; (p) a FIRPTA certificateconsent and waiver letter signed by and on behalf of Xxx Hortons Restaurants International GmbH, certifying that the Company PGXXIIB, L&L Tomorrow Holdings Limited, Lord Winterfell Limited, Tencent Mobility Limited, SCC Growth VI Holdco D, Ltd., and each Seller Subsidiary that is transferring any U.S. real property interest within the meaning of Code § 897(c) is a Person not subject to withholding under the Foreign Investment in Real Property Tax Act of 1980, 26 U.S.C. § 897, et. seq; (q) an Intellectual Property Assignment Eastern Xxxx International XXVI Limited and Assumption Agreement in the form of Exhibit I (the “IP Assignment and Assumption Agreement”), executed by the Company; and (r) the Required Cash in immediately available fundsPGXXIIA.

Closing Deliveries of the Company. At On or prior to the Closing, the Company will shall issue, deliver or cause to Purchaser: (a) a transition services agreement in be delivered to each Purchaser the form of Exhibit C following (the “Transition Closing Company Deliverables”): (i) this Agreement”), duly executed by the Company; (bii) a license agreement copy of a duly executed instructions to the Transfer Agent instructing it to issue one or more stock certificates, free and clear of all restrictive and other legends (except as provided in Section 4.1(b)), evidencing the Shares subscribed for by such Purchaser hereunder, as indicated below such Purchaser’s name on the applicable signature page hereto, registered in the name of such Purchaser as set forth on the Stock Certificate Questionnaire included as Exhibit D-2 hereto; (iii) a Warrant, executed by the Company and registered in the name of such Purchaser as set forth on the Stock Certificate Questionnaire included as Exhibit D-2 hereto, pursuant to which such Purchaser shall have the right to acquire such number of Warrant Shares allocable to such Purchaser on the terms set forth therein; (iv) a legal opinion of Company Counsel, in the form of attached hereto as Exhibit D E, executed by such counsel and addressed to the Purchasers; (v) the “License Registration Rights Agreement”), duly executed by the Company; (c) a non-competition agreement in the form of Exhibit E (the “Non-Competition Agreement”), pursuant to which the Company agrees to certain restrictive covenants, executed by the Company; (d) a certificate of the Company signed by an executive officer of the Company certifying that the conditions set forth in Section 2.3(b) and Section 2.3(c) above have been satisfied; (evi) a certificate of the Secretary of the Company and each Seller Subsidiary(the “Secretary’s Certificate”), certifying that attached thereto are true and complete copies dated as of (i) the Governing Documents of the Company and each Seller Subsidiary, as amended through and in effect on the Closing Date, and (iiA) certifying the resolutions adopted by the Board of Directors approving the board of directors or the equivalent governing body of the Company and each Seller Subsidiary authorizing the execution, delivery and performance of transactions contemplated by this Agreement and the other Transaction Documents and consummation the issuance of the transactions contemplated hereby and therebySecurities, (B) certifying the current version of the certificate of incorporation, as amended, and by-laws of the Company and (C) certifying as to the incumbency signatures and authority of persons signing the officer of the Company Transaction Documents and Seller Subsidiary executing this Agreement and each Transaction Document related documents on behalf of the Company and each Seller SubsidiaryCompany, in the form attached hereto as Exhibit F; (fvii) certificates of the Compliance Certificate referred to in Section 5.1(d); (viii) a certificate evidencing the formation and good standing for of the Company in the State of Delaware issued by the secretary Secretary of state State thereof, as of a date within five Business Days of the state Closing Date; and (ix) a certificate evidencing the Company’s qualification as a foreign corporation and good standing issued by the Secretary of incorporation State (or formation of the Company and by secretaries of state, or equivalent Governmental Authority, comparable office) of each other jurisdiction in the United States where which the Company is qualified to do business as a foreign corporation; (g) , as of a xxxx date within a commercially reasonable period of sale in time prior to the form of Exhibit F, executed by the Company (“Xxxx of Sale”); (h) an Assignment and Assumption Agreement in the form of Exhibit G (the “Assignment and Assumption Agreement”), executed by the Company; (i) Local Asset Transfer Agreements in each applicable foreign jurisdiction executed by the Company and/or one or more Seller Subsidiaries; (j) a facility sharing agreement between the Company or any applicable Subsidiary and Purchaser or its applicable Subsidiary for a portion of each facility listed on Schedule 2.4(j)(1) which facility sharing agreement shall contain, among other terms, the terms set forth on Schedule 2.4(j)(2) and shall be in the form of Exhibit H (the “Facility Use Agreements”) and evidence that the Company or any applicable Subsidiary shall have prepaid rent for the term of the applicable Facility Use Agreement; (k) Lease Assignments, executed by the Company; (l) all other separate assignments of any intangible Purchased Assets necessary, proper or advisable to record the transfer of such Purchased Assets with any applicable Governmental Authority, lessor or other Person with whom such assignments must be filed; (m) certificates of title or origin with respect to all vehicles and equipment included in the Purchased Assets for which a certificate of title or origin is required to transfer title to Purchaser; (n) copies of all Required Consents obtained pursuant to Section 2.3(h); (o) releases of Encumbrances other than (i) Permitted Encumbrances on the Purchased Assets and (ii) Permitted Encumbrances on the assets and properties of the UK Subsidiary; (p) a FIRPTA certificate, certifying that the Company and each Seller Subsidiary that is transferring any U.S. real property interest within the meaning of Code § 897(c) is a Person not subject to withholding under the Foreign Investment in Real Property Tax Act of 1980, 26 U.S.C. § 897, et. seq; (q) an Intellectual Property Assignment and Assumption Agreement in the form of Exhibit I (the “IP Assignment and Assumption Agreement”), executed by the Company; and (r) the Required Cash in immediately available fundsClosing Date.

Closing Deliveries of the Company. At the Closing, the Company will deliver deliver, or cause to Purchaserbe delivered, to Buyer, the following: (a) a transition services agreement in duly executed stock transfer forms relating to the form of Exhibit C (the “Transition Agreement”), executed Shares by the Companyregistered holders in favor of Buyer; (b) a license agreement the share certificates for the Shares in the names of the registered holders or an indemnity in the agreed form of Exhibit D (the “License Agreement”), executed by the Companyfor any lost certificates; (c) a non-competition agreement in the form waivers, consents and other documents required to enable Buyer to be registered as the holder of Exhibit E (the “Non-Competition Agreement”), pursuant to which the Company agrees to certain restrictive covenants, executed by the CompanyShares; (d) a certificate an irrevocable power of attorney in agreed form given in favor of Buyer by each Executing Shareholder to enable the beneficiary (or its proxies) to exercise all voting and other rights attaching to the Shares before the transfer of the Company signed by an executive officer Shares is registered in the register of the Company certifying that the conditions set forth in Section 2.3(b) and Section 2.3(c) above have been satisfiedmembers; (e) a certificate of the Secretary of the Company and each Seller Subsidiary, certifying that attached thereto are true and complete original or certified copies of (i) the Governing Documents any power of the Company and each Seller Subsidiary, as amended through and in effect on the Closing Date, and (ii) resolutions of the board of directors or the equivalent governing body of the Company and each Seller Subsidiary authorizing the execution, delivery and performance of attorney under which any document to be delivered to Buyer under this Agreement and the other Transaction Documents and consummation of the transactions contemplated hereby and thereby, and certifying as to the incumbency of the officer of the Company and Seller Subsidiary executing this Agreement and each Transaction Document on behalf of the Company and each Seller SubsidiarySection 6.2 has been executed; (f) certificates of good standing for unless otherwise specified by Buyer, the Company issued written resignation in a form approved in advance by the secretary of state Buyer (such approval not to be unreasonably withheld) or evidence reasonably satisfactory to Buyer of the state of incorporation or formation resignation of the Company and by secretaries boards of statedirectors (or such other relevant bodies) of the Companies in their capacity as members of the boards of directors (or such other relevant bodies) of the Companies, with each such resignation (or equivalent Governmental Authority, removal) effective no later than immediately prior to the effective time of each other jurisdiction in the United States where the Company is qualified as a foreign corporationClosing; (g) a xxxx the share certificates in respect of sale all Equity Interests other than the Shares in the names of the registered holders or an indemnity in the agreed form of Exhibit F, executed by the Company (“Xxxx of Sale”)for any lost certificates; (h) an Assignment in relation to each of the Companies, the statutory registers and Assumption Agreement in minute books (written up to the form of Exhibit G (the “Assignment and Assumption Agreement”Closing Date), executed by the Company; common seal, certificate of incorporation and any certificates of incorporation on change of name or any such similar document in such Companies jurisdiction of organization, in each case to the extent applicable to each of the Companies; (i) Local Asset Transfer Agreements the written resignation of the auditors of the Company and of each of Company Subsidiaries (as the case may be), accompanied in each applicable foreign jurisdiction executed by case by: (i) a statement in accordance with section 519 of the Companies Xxx 0000 that there are no circumstances connected with the auditors’ resignation which should be brought to the notice of the members or creditors of the Company and/or one or more Seller Subsidiaries; of any of the Company Subsidiaries and (jii) a facility sharing agreement between written assurance that the resignation and statement have been, or will be, deposited at the registered office of the Company or any applicable Subsidiary and Purchaser or its applicable Subsidiary for a portion of each facility listed on Schedule 2.4(j)(1) which facility sharing agreement shall contain, among other terms, the terms set forth on Schedule 2.4(j)(2) and shall be in the form of Exhibit H (the “Facility Use Agreements”) and evidence that the Company or any applicable Subsidiary shall have prepaid rent for the term Subsidiaries in accordance with section 519 of the applicable Facility Use AgreementCompanies Xxx 0000; (k) Lease Assignments, executed by the Company; (l) all other separate assignments of any intangible Purchased Assets necessary, proper or advisable to record the transfer of such Purchased Assets with any applicable Governmental Authority, lessor or other Person with whom such assignments must be filed; (m) certificates of title or origin with respect to all vehicles and equipment included in the Purchased Assets for which a certificate of title or origin is required to transfer title to Purchaser; (n) copies of all Required Consents obtained pursuant to Section 2.3(h); (o) releases of Encumbrances other than (i) Permitted Encumbrances on the Purchased Assets and (ii) Permitted Encumbrances on the assets and properties of the UK Subsidiary; (p) a FIRPTA certificate, certifying that the Company and each Seller Subsidiary that is transferring any U.S. real property interest within the meaning of Code § 897(c) is a Person not subject to withholding under the Foreign Investment in Real Property Tax Act of 1980, 26 U.S.C. § 897, et. seq; (q) an Intellectual Property Assignment and Assumption Agreement in the form of Exhibit I (the “IP Assignment and Assumption Agreement”), executed by the Company; and (r) the Required Cash in immediately available funds.

Closing Deliveries of the Company. At or prior to the Closing, the Company will deliver shall deliver, or caused to Purchaserbe delivered, to Parent the following: (a) a transition services agreement certificate executed on behalf of the Company by its Chief Executive Officer or its Chief Financial Officer to the effect that, as of the Effective Time, each of the conditions set forth in the form of Exhibit C (the “Transition Agreement”), executed by the CompanySection 8 has been satisfied; (b) a license agreement in the form Certificate of Exhibit D (the “License Agreement”)Merger, duly executed by the Company; (c) a non-competition agreement in the form of Exhibit E (the “Non-Competition Escrow Agreement”), pursuant to which the Company agrees to certain restrictive covenants, duly executed and delivered by the CompanyRepresentative, such agreement to be in full force and effect as of the Effective Time; (d) a certificate of the Company signed by an executive officer Secretary of the Company certifying that dated the conditions set forth Closing Date, in Section 2.3(bform and substance reasonably satisfactory to Parent as to (i) the Company Organizational Documents and Section 2.3(cthe Company being in good standing (including attaching the Company Organizational Documents and certificates of good standing dated not more than five (5) above have been satisfiedBusiness Days prior to the Closing issued by the Secretary of State of the State of Delaware and by each state in which the Company is qualified to do business as a foreign corporation), (ii) the organizational documents of each of the Company’s Subsidiaries and each of the Company’s Subsidiaries being in good standing (including attaching the applicable organizational documents and certificates of good standing dated not more than five (5) Business Days prior to the Closing), (iii) the incumbency and signatures of the officers of the Company executing this Agreement and the other agreements, instruments and other documents executed by or on behalf of the Company pursuant to this Agreement or otherwise in connection with the transactions contemplated hereby and (iv) the Company having taken all necessary and appropriate steps with respect to treatment of capital stock and other equity securities of the Company, including Options and Warrants, under this Agreement; (e) a certificate evidence, reasonably satisfactory to Parent, that the Company has complied in all respects with the requirements under Section 262 of the Secretary DGCL; (f) evidence satisfactory to Parent of the Company and resignations of each Seller Subsidiarydirector and, certifying that attached thereto are true and complete copies of (i) the Governing Documents of the Company and each Seller Subsidiary, as amended through and in effect on the Closing Date, and (ii) resolutions of the board of directors or the equivalent governing body of the Company and each Seller Subsidiary authorizing the execution, delivery and performance of this Agreement and the other Transaction Documents and consummation of the transactions contemplated hereby and thereby, and certifying as to the incumbency of the officer of the Company and Seller Subsidiary executing this Agreement certain directors and each Transaction Document on behalf officers of its Subsidiaries as requested by Parent, effective in writing at the Company and each Seller Subsidiary; (f) certificates of good standing for the Company issued by the secretary of state of the state of incorporation or formation of the Company and by secretaries of state, or equivalent Governmental Authority, of each other jurisdiction Effective Time in the United States where form mutually agreed upon by Parent and the Company is qualified as a foreign corporationCompany; (g) a xxxx the Offer Package Agreements and Non-Competition Agreements identified in Section 8.4 shall be in full force and effect as of sale the Effective Time and the percentage of employees who have signed such Offer Package Agreements is not less than the threshold set forth in the form of Exhibit F, executed by the Company (“Xxxx of Sale”);Section 8.4 and such employees shall be willing and able to perform in accordance with such Offer Package Agreements. (h) an Assignment the legal opinion of Pillsbury Xxxxxxxx Xxxx Xxxxxxx LLP in a form reasonably acceptable to Parent; (i) the Company’s minute books, stock record books, Financial Statements and, to the extent requested by Parent, all other documents, books, records, agreements and Assumption Agreement financial data in the form possession of Exhibit G (the “Assignment and Assumption Agreement”), executed by the Company; (ij) Local Asset Transfer Agreements in each applicable foreign jurisdiction executed by evidence, reasonably satisfactory to Parent, as to the termination of the Company and/or one Employee Plans referred to in Section 6.6, without any obligations or more Seller Subsidiaries; (j) a facility sharing agreement between liabilities thereunder on the Company or any applicable Subsidiary and Purchaser or its applicable Subsidiary for a portion of each facility listed on Schedule 2.4(j)(1) which facility sharing agreement shall contain, among other terms, the terms set forth on Schedule 2.4(j)(2) and shall be in the form of Exhibit H (the “Facility Use Agreements”) and evidence that the Company or any applicable Subsidiary shall have prepaid rent for the term part of the applicable Facility Use AgreementCompany; (k) Lease Assignmentsa certificate dated the Closing Date from the Company satisfying the requirements set forth in Treasury Regulation Sections 1.1445-2(c)(3) and 1.897-2(h), executed in form and substance reasonably satisfactory to Parent, certifying that the Company is not and has not been a “United States real property holding corporation” (as defined in Section 897(c)(2) of the Code) at any time during the five years preceding the date of the certificate (or such shorter period as may be specified by Section 897(c)(1)(A)(ii) of the CompanyCode); (l) all other separate assignments of any intangible Purchased Assets necessary, proper or advisable the certificate required to record update the transfer of such Purchased Assets with any applicable Governmental Authority, lessor or other Person with whom such assignments must be filedEstimated Transaction Expenses; (m) certificates evidence, reasonably satisfactory to Parent, of title or origin with respect to all vehicles and equipment included in obtaining the Purchased Assets for which a certificate consent of title or origin is required to transfer title to Purchaserthe third party consents identified on Schedule 8.2; (n) copies of all Required Consents obtained pursuant at least one Business Day prior to Section 2.3(hthe Closing Date, a complete and accurate preliminary schedule allocating the Merger Consideration and Earn-Out Consideration by Company Stockholder which shall be updated immediately prior to the Effective Time (collectively, “Allocation Schedule”); (o) releases of Encumbrances other than (i) Permitted Encumbrances on the Purchased Assets and (ii) Permitted Encumbrances on the assets and properties evidence reasonably satisfactory to Parent that each of the UK Subsidiary;Rights Agreements and all other investor rights granted by the Company to the Company Stockholders and in effect prior to the Closing, including rights of co-sale, voting, registration, first refusal, board observation or information or operational covenants, shall have terminated as of or prior to the Effective Time; and (p) an update of the Securityholder Schedule, giving effect to any changes required as a FIRPTA certificateresult of the passage of time between the date of this Agreement and the Effective Time, certifying that dated and delivered to Parent four (4) Business Days prior to the Company and each Seller Subsidiary that is transferring any U.S. real property interest within the meaning of Code § 897(c) is a Person not subject to withholding under the Foreign Investment in Real Property Tax Act of 1980, 26 U.S.C. § 897, et. seq; (q) an Intellectual Property Assignment and Assumption Agreement in the form of Exhibit I (the “IP Assignment and Assumption Agreement”), executed by the Company; and (r) the Required Cash in immediately available fundsanticipated Closing Date.

Closing Deliveries of the Company. At the Closing, the The Company will shall deliver to Purchaser--------------------------------- Buyers at or prior to the Closing such documents, instruments or certificates as the Buyers may reasonably request including, without limitation: (a) a transition services agreement an estoppel certificate, in form and substance reasonably satisfactory to Buyers, from each lessor from whom the form of Exhibit C (the “Transition Agreement”), executed by the CompanyCompany or any Subsidiary leases real or personal property; (b) a license agreement non-competition agreement, in the form and substance of Exhibit D (the “License Agreement”)-------- E hereto, executed by the Company;Xx Xxxxxxxxxx; - (c) a non-competition agreement in the form written resignations of Exhibit E (the “Non-Competition Agreement”), pursuant to which all officers and directors of the Company agrees to certain restrictive covenants, executed by and each of the CompanySubsidiaries; (d) a certificate the original corporate minute books of the Company signed by an executive officer of and the Company certifying that the conditions set forth in Section 2.3(b) Subsidiaries and Section 2.3(c) above have been satisfiedall corporate seals; (e) a certificate an opinion of Xxxxxxx & Xxxxxx, P.C., counsel to the Secretary of Stockholders, the Company and each Seller Subsidiarythe Subsidiaries, certifying that attached thereto are true and complete copies dated as of (i) the Governing Documents of the Company and each Seller Subsidiary, as amended through and in effect on the Closing Date, in substantially the form attached hereto as Exhibit F; --------- (f) a certificate, dated as of the Closing Date, in form and substance reasonably satisfactory to Buyers, of the Secretary or an Assistant Secretary of the Company, certifying (ii1) that attached thereto is a complete and correct copy of the certificate of incorporation of such corporation, as amended to date, (2) that attached thereto is a complete and correct copy of the bylaws of such corporation, as amended to date, (3) that attached thereto is a complete and correct copy of resolutions of adopted by the board of directors of such corporation, together with copies of all other resolutions or the equivalent governing body of the Company and other approvals (including, without limitation, any stockholder approvals), in each Seller Subsidiary authorizing case as are necessary to authorize the execution, delivery and performance of this Agreement and the all instruments, certificates or agreements furnished pursuant to this Agreement, and that such resolutions and other Transaction Documents approvals have not been amended or modified in any respect and consummation remain in full force and effect as of the transactions contemplated hereby and therebydate thereof, and certifying as to (4) that the incumbency persons named therein are all of the officer duly elected, qualified and acting officers of the Company and Seller Subsidiary executing this Agreement that set forth therein is a genuine signature or true facsimile thereof for each such officer, and each Transaction Document on behalf (5) that attached thereto is a complete and correct certificate for the Company, dated not more than thirty (30) days prior to the Closing Date, of the Company and each Seller Subsidiary; (f) certificates Delaware Secretary of good standing for the Company issued by the secretary of state of the state of incorporation or formation of the Company and by secretaries of stateState, or equivalent Governmental Authority, of each other jurisdiction in the United States where certifying that the Company is a corporation duly qualified as a foreign corporationand in good standing in such state; (g) a xxxx certificates of sale appropriate governmental officials in the form of Exhibit F, executed by each state in which the Company is required to qualify to do business as a foreign corporation as to the due qualification and good standing (“Xxxx including tax) of Sale”)the Company in each such jurisdiction; (h) an Assignment certificates of appropriate governmental officials in each state in which a Subsidiary either (i) was incorporated or (ii) is required to qualify to do business as a foreign corporation, as to the due qualification and Assumption Agreement good standing (including tax) of such Subsidiary in the form of Exhibit G (the “Assignment and Assumption Agreement”), executed by the Companyeach such jurisdiction; (i) Local Asset Transfer Agreements in each applicable foreign jurisdiction executed endorsements from Commonwealth Land Title Company and First American Title Insurance Company, the providers of policies of title insurance with respect to the Real Estate, as may be reasonably requested by Buyers, including, without limitation, statements that the Company and/or one or more Seller Subsidiaries;title insurance coverage is effective as of the Closing and reflecting no Exceptions other than as shown on Schedule 3.12A; -------------- (j) a facility sharing agreement between the Company or any applicable Subsidiary and Purchaser or its applicable Subsidiary for a portion of each facility listed on Schedule 2.4(j)(1) which facility sharing agreement shall contain, among other terms, the terms set forth on Schedule 2.4(j)(2) and shall be in the form of Exhibit H (the “Facility Use Agreements”) and evidence that the Company or any applicable Subsidiary shall have prepaid rent for the term copy of the applicable Facility Use Escrow Agreement, duly executed by the Stockholders' Representative; (k) Lease Assignmentsa sublease agreement, executed by in the Companyform and containing the substance of Exhibit G, assigning or otherwise transferring the lease and sublease relating --------- to 6,386 square feet of rentable space at 0000 Xxxx & Xxxxxxx Xxxxxxxxx xx Xxxxxx, Xxxxx (the "Stonebriar Sublease") to Xx Xxxxxxxxxx or an affiliate of Xx Xxxxxxxxxx, which sublease shall include provisions for Xx Xxxxxxxxxx to indemnify and hold harmless Buyers, the Company and the Subsidiaries from and against any and all claims, damages, losses, liabilities, costs and expenses arising under the Stonebriar Sublease, for periods on or after the Closing Date; (l) an agreement, in the form and containing the substance of Exhibit ------- H, granting the right to use certain (i) office furniture, which is owned by - eLoyalty and subleased to Specialty, (ii) copier and fax equipment, which is being leased by eLoyalty and which eLoyalty has granted Specialty the right to use, and (iii) phone equipment, which is being leased by eLoyalty and which lease has been assigned to Specialty (the "Stonebriar Furniture and Equipment Use Agreement") to Xx Xxxxxxxxxx or an affiliate of Xx Xxxxxxxxxx, which agreement shall include provisions for Xx Xxxxxxxxxx to indemnify and hold harmless Buyers, the Company and the Subsidiaries from and against any and all other separate assignments of any intangible Purchased Assets necessaryclaims, proper damages, losses, liabilities, costs and expenses arising under the Stonebriar Furniture and Equipment Use Agreement, for periods on or advisable to record after the transfer of such Purchased Assets with any applicable Governmental Authority, lessor or other Person with whom such assignments must be filedClosing Date; (m) certificates a letter, executed by the Stockholders, containing instructions for the wire transfer of title or origin with respect to all vehicles the Closing Payment and equipment included in the Purchased Assets for which a certificate of title or origin is required to transfer title to Purchaser;Post-Closing Payment, if any; and (n) copies of all Required Consents obtained pursuant to Section 2.3(h); (o) releases of Encumbrances other than (i) Permitted Encumbrances on the Purchased Assets and (ii) Permitted Encumbrances on the assets and properties of the UK Subsidiary; (p) a FIRPTA certificate, certifying that the Company and each Seller Subsidiary that is transferring any U.S. real property interest within the meaning of Code § 897(c) is a Person not subject to withholding under the Foreign Investment in Real Property Tax Act of 1980, 26 U.S.C. § 897, et. seq; (q) an Intellectual Property Assignment and Assumption Agreement in the form of Exhibit I (the “IP Assignment and Assumption Agreement”), receipt executed by the Company; and (r) Stockholders' Representative acknowledging receipt of the Required Cash in immediately available fundsClosing Payment.

Closing Deliveries of the Company. At the ClosingUnless waived in writing by Parent, the Company will shall deliver at the Closing to PurchaserParent and Merger Subs the following documents, each of which shall be in full force and effect: (a) a transition services agreement in the form certificate of Exhibit C (merger for the “Transition Agreement”)First Merger, duly executed by the Company; (b) a license agreement in the form written resignations of Exhibit D (the “License Agreement”), executed by each board member and officer of the Company;, effective as of the Closing Date; ​ ​ ​ (c) evidence in a non-competition agreement in the form of Exhibit E (the “Non-Competition Agreement”), pursuant reasonably satisfactory to which the Company agrees to certain restrictive covenants, executed by the CompanyParent that each Required Consent has been obtained; (d) a certificate of the Company signed by an executive officer secretary of the Company certifying that the conditions set forth in Section 2.3(b(A) and Section 2.3(c) above have been satisfied; (e) a certificate of the Secretary of the Company and each Seller Subsidiary, certifying that attached thereto are true and complete copies of (i1) all resolutions adopted by the Governing Documents Board of Directors of the Company and each Seller Subsidiary, as amended through and in effect on the Closing Date, and (ii) resolutions of the board of directors or the equivalent governing body of the Company and each Seller Subsidiary authorizing the execution, delivery and performance of this Agreement and the other Transaction Documents transaction documents to which the Company is a party and the consummation of the transactions contemplated hereby and thereby, including the Company Recommendation, and certifying as to (2) the incumbency Company Stockholder Approval, and (B) all such resolutions are in full force and effect and are all the resolutions adopted by the Company Board of the officer Directors or stockholders of the Company and Seller Subsidiary executing this Agreement and each Transaction Document on behalf of in connection with the Company and each Seller Subsidiarytransactions contemplated hereby; (fe) certificates the certificate of good standing for incorporation of the Company issued Company, certified within ten (10) Business Days prior to Closing by the secretary of state of the state of incorporation or formation Delaware; (f) a good standing certificate from the secretary of state of the state of Delaware, dated within ten (10) Business Days of Closing; (i) a notice to the Internal Revenue Service, in accordance with the requirements of Treasury Regulations Section 1.897-2(h)(2), dated as of the Closing Date and executed by the Company, together with written authorization for Parent to deliver such notice to the Internal Revenue Service on behalf of the Company after the Closing, and by secretaries of state, or equivalent Governmental Authority, of each other jurisdiction in (ii) a certification that the Company Common Stock is not “United States where real property interests” as defined in Section 897(c) of the Company is qualified as Code prepared in accordance with the Treasury Regulations under Sections 897 and 1445 of the Code (in a foreign corporation; (g) a xxxx form reasonably acceptable to Parent for purposes of sale satisfying Parent’s obligations under Treasury Regulations Section 1.1445-2(c)(3)), in the form of Exhibit Feach case, validly executed by a duly authorized officer of the Company (“Xxxx of Sale”)Company; (h) an Assignment and Assumption Agreement in the form of Exhibit G (the “Assignment and Assumption Escrow Agreement”), duly executed by the CompanyStockholder Representative; (i) Local Asset Transfer Agreements in each applicable foreign jurisdiction the Paying Agent Agreement, duly executed by the Company and/or one or more Seller SubsidiariesStockholder Representative; (j) a facility sharing agreement between the Company or any applicable Subsidiary Employment Agreements, duly executed by Xxxxx Xxxxxx, Xxxxx Xxxxxxxxx and Purchaser or its applicable Subsidiary for a portion of each facility listed on Schedule 2.4(j)(1) which facility sharing agreement shall containXxxxxx Xxxxxxxxx, among other terms, the terms set forth on Schedule 2.4(j)(2) and shall be in the form of Exhibit H (the “Facility Use Agreements”) and evidence that the Company or any applicable Subsidiary shall have prepaid rent for the term of the applicable Facility Use Agreementas applicable; (k) Lease Assignmentsthe Non-Compete Agreements, duly executed by the CompanyXxxxx Xxxxxx, Xxxxx Xxxxxxxxx and Xxxxxx Xxxxxxxxx, as applicable; (l) all other separate assignments the Lock-Up Agreements, duly executed by each of any intangible Purchased Assets necessaryXxxxx Xxxxxx, proper or advisable to record the transfer of such Purchased Assets with any applicable Governmental AuthorityXxxxx Xxxxxxxxx, lessor or other Person with whom such assignments must be filedXxxxxx Xxxxxxxxx and YourChoice Holdings, LLC; (m) certificates the consideration spreadsheet (the “Closing Spreadsheet”) completed to include all of title or origin with respect to all vehicles the following information and equipment included dated as of the Closing Date: (i) the name, the mailing address and the email address in the Purchased Assets books and records of the Company, if available, of each Stakeholder; (ii) the number, class and series of shares of Capital Stock held by, or subject to the Company Options held by, such Person and, in the case of outstanding shares, the respective certificate numbers representing such shares or a statement that such shares are not represented by ​ ​ certificates; (iii) the exercise price per share of each Company Option; (iv) the calculation of the Closing Stock Consideration, (v) the calculation of the Per Share Closing Consideration and the Per Option Closing Consideration distributable to each Stockholder pursuant to this Agreement in exchange for which a certificate of title the Company Common Stock or origin is required to transfer title to PurchaserVested Options held by such Person at the Closing; and (vi) the Fully Diluted Shares Outstanding; (n) copies the consents, approvals, waivers and notices set forth on Section 7.9(m) of all the Company Disclosure Letter (the “Required Consents Consents”) shall have been obtained pursuant to Section 2.3(h)or given, as applicable; (o) releases of Encumbrances other than (i) Permitted Encumbrances on the Purchased Assets and (ii) Permitted Encumbrances on the assets and properties of the UK SubsidiaryCompany Stockholder Approval; (p) a FIRPTA certificate, certifying that the Company and each Seller Subsidiary that is transferring any U.S. real property interest within the meaning of Code § 897(c) is a Person not subject to withholding under the Foreign Investment in Real Property Tax Act of 1980, 26 U.S.C. § 897, et. seqRequired Financial Statements; (q) an Intellectual Property Assignment the Seller Indemnification Agreements; (r) release agreements from each of Xxxxx Xxxxxx, Xxxxx Xxxxxxxxx and Assumption Xxxxxx Xxxxxxxxx in the form of Release Agreement attached hereto as Exhibit G; (s) the License Agreement in the form of attached hereto as Exhibit I (the “IP Assignment and Assumption Agreement”), executed by the CompanyJ; and (rt) the Required Cash in immediately available fundsevidence reasonably satisfactory to Parent that each Company Option has been terminated and cancelled.

Closing Deliveries of the Company. At the Closing, the Company will Company, shall perform and deliver the following, subject to Purchaserwaiver, in part or in full, by the Investor: (a) a transition services agreement in the form of Exhibit C Company shall issue and deliver the certificate(s) representing the (the “Transition Agreement”)"Shares") Shares pursuant to Section 1.1 hereof, executed by the Companyall of which shall be duly authorized and validly issued, fully paid and non-assessable, free and clear of any Encumbrance; (b) a license agreement in the form Company shall deliver an officer's certificate stating that the representations and warranties of Exhibit D (the “License Agreement”), executed by Current Owners and the Company, as applicable, contained in this Agreement and in any certificate delivered pursuant hereto are true, correct and complete in all respects and that the covenants and other agreements of such Current Owners or the Company, as applicable, required by this Agreement to be complied with, performed or satisfied have been complied with, performed or satisfied in all respects; (c) a non-competition agreement in the form of Exhibit E (the “Non-Competition Agreement”), pursuant to which the Company agrees shall deliver an officer's certificate setting forth (i) details of all of the dividends, distributions or other cash and in-kind payments made to certain restrictive covenants, executed any Related Parties by the CompanyCompany or a Subsidiary since the Balance Sheet Date, (ii) details of all of the dividends, distributions or other cash and in-kinds payments made by any Related Parties to the Company or a Subsidiary since the Balance Sheet Date and (iii) details of all dividends declared on Company Common Stock held by the Current Owners and unpaid as of the Closing; (d) the Company shall deliver a certificate of its secretary, setting forth the Company signed by an executive officer of the Company certifying that the conditions set forth in Section 2.3(b) and Section 2.3(c) above have been satisfied; (e) a certificate of the Secretary of the Company and each Seller Subsidiary, certifying that attached thereto are true and complete copies of (i) the Governing Documents of the Company and each Seller Subsidiary, as amended through and in effect on the Closing Date, and (ii) resolutions of the its board of directors and stockholders (or other evidence reasonably satisfactory to the equivalent governing body of the Company and each Seller Subsidiary Investor) authorizing the execution, delivery and performance of this Agreement and the other Transaction Documents documents contemplated hereby and the consummation of the transactions contemplated hereby and thereby, and certifying that such resolutions have not been amended or rescinded and are in full force and effect; (e) the Company shall deliver a good standing certificate from the jurisdiction of its incorporation, and its certified charter documents, each dated as of a date reasonably close to the incumbency of the officer of the Company and Seller Subsidiary executing this Agreement and each Transaction Document on behalf of the Company and each Seller Subsidiarydate hereof; (f) certificates of good standing for the Company issued by shall deliver all consents, licenses, permits and approvals as set forth on Schedule 3.3, each as required in connection with the secretary execution, delivery, performance, validity and enforceability of state this Agreement and the continued conduct of the state of incorporation or formation business of the Company and by secretaries as conducted or proposed to be conducted as of state, or equivalent Governmental Authority, of each other jurisdiction in the United States where the Company is qualified as a foreign corporationClosing; (g) a xxxx of sale in the form of Exhibit F, executed by the Company shall have delivered written unconditional waivers and estoppels from all lenders to the Company or any Subsidiary waiving such lender's rights to mandatory prepayment or to call an event of default (“Xxxx as applicable) as a consequence of Sale”)the Transaction and all consents required from lenders to the Company and/or any Subsidiary to permit the necessary Subsidiaries of the borrowers pursuant to the debt facility with DNB NORBank ASA to guarantee the debt facility with DNB NORBank ASA; (h) the Company shall deliver an Assignment and Assumption Agreement opinion of counsel in the form of set forth as Exhibit G (the “Assignment and Assumption Agreement”), executed by the CompanyA attached hereto; (i) Local Asset Transfer Agreements in each applicable foreign jurisdiction executed by the Company and/or one or more Seller Subsidiariesshall have entered into and delivered the Shareholders' Agreement in the form set forth as Exhibit B attached hereto; (j) a facility sharing agreement between the Company or any applicable Subsidiary shall have amended its Articles of Incorporation to (i) eliminate all existing rights of first refusal, (ii) establish the Shareholders' Agreement as the controlling instrument regarding corporate governance and Purchaser or its applicable Subsidiary for a portion (iii) authorize an additional 1,000 shares of each facility listed on Schedule 2.4(j)(1) which facility sharing agreement shall containcommon stock of the Company, among other termspar value $100 per share, the terms set forth on Schedule 2.4(j)(2) and shall be in the form of attached hereto as Exhibit H (the “Facility Use Agreements”) and evidence that the Company or any applicable Subsidiary shall have prepaid rent for the term of the applicable Facility Use AgreementC; (k) Lease Assignments, executed by the Company;Company shall have adopted Bylaws in the form attached hereto as Exhibit D; and (l) all other separate assignments of any intangible Purchased Assets necessarythe Guaranty Agreement, proper or advisable to record the transfer of such Purchased Assets dated May 26, 2005 by International Tank Terminals, L.L.C. with any applicable Governmental Authority, lessor or other Person with whom such assignments must be filed; (m) certificates of title or origin with respect to all vehicles AmSouth Bank shall have been terminated and equipment included in the Purchased Assets for which a certificate of title or origin is required to transfer title to Purchaser; (n) copies of all Required Consents obtained pursuant to Section 2.3(h); (o) releases of Encumbrances other than (i) Permitted Encumbrances on the Purchased Assets and (ii) Permitted Encumbrances on the no guarantee involving assets and properties of the UK Subsidiary; (p) a FIRPTA certificate, certifying that the Company and each Seller or any Subsidiary that is transferring any U.S. real property interest within the meaning of Code § 897(c) is a Person not subject shall have been agreed to withholding under the Foreign Investment in Real Property Tax Act of 1980, 26 U.S.C. § 897, et. seq; (q) an Intellectual Property Assignment and Assumption Agreement in the form of Exhibit I (the “IP Assignment and Assumption Agreement”), executed by the Company; and (r) the Required Cash in immediately available fundsreplacement thereof.